Amcor plc — Director's Dealing 2019

Jun 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Amcor plc (AMCR)
CIK: 0001748790
Period of Report: 2019-06-11

Reporting Person: Delia Ronald Stephen (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-11	Ordinary Shares	A	950000	—	Acquired	950000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-11	Restricted Stock Units	$	A	49413	Acquired		Ordinary Shares (49413)	Direct
2019-06-11	Restricted Stock Units	$	A	12605	Acquired		Ordinary Shares (12605)	Direct
2019-06-11	Employee Stock Options	$10.65	A	639500	Acquired	2022-10-31	Ordinary Shares (639500)	Direct
2019-06-11	Employee Stock Options	$11.05	A	632900	Acquired	2023-10-31	Ordinary Shares (632900)	Direct
2019-06-11	Restricted Stock Units	$	A	107200	Acquired	2022-10-31	Ordinary Shares (107200)	Direct
2019-06-11	Restricted Stock Units	$	A	124300	Acquired	2023-10-31	Ordinary Shares (124300)	Direct

Footnotes

F1: Traded as Chess Depository Interests ("CDIs") on the Australian Stock Exchange (the "ASX"). CDIs represent a beneficial interests in one ordinary share of Amcor held by CHESS Depository Nominees Pty Ltd.

F2: On June 11, 2019, Amcor plc ("Amcor") consummated the business combination (the "Merger") pursuant to the Transaction Agreement dated August 6, 2018 (the "Transaction Agreement") by and among Amcor (f/k/a Arctic Jersey Limited), Amcor Limited ("Old Amcor"), Arctic Corp. and Bemis Company, Inc. ("Bemis"), pursuant to which each of Bemis and Old Amcor were acquired by and became wholly-owned subsidiaries of Amcor in a stock-for-stock transaction. CDIs reported herein were received by the Reporting Person pursuant to the Transaction Agreement.

F3: Pursuant to the Transaction Agreement, each ordinary share of Old Amcor previously held by the Reporting Person was converted into one CDI of Amcor, or, at the election of the Reporting Person, one ordinary share of Amcor.

F4: Pursuant to the Transaction Agreement, outstanding equity awards under Old Amcor's Long Term Incentive Plans converted into an award denominated with respect to, or settled in, an equal number of CDIs or ordinary shares of Amcor. Each restricted stock unit represents a contingent right to receive one CDI or one ordinary share of Amcor, at the election of the Reporting Person upon vesting of the restricted stock units.

F5: The restricted stock units were granted on September 8, 2017 under Old Amcor's 2016-2017 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2019.

F6: The restricted stock units were granted on September 14, 2018 under Old Amcor's 2017-2018 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2020.

F7: The employee stock options were granted on October 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2019 or such later time, up to September 30, 2022, as they may be met.

F8: The employee stock options were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2020 or such later time, up to September 30, 2023, as they may be met.

F9: The restricted stock units were granted on June 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The restricted stock units are subject to certain performance conditions. If the conditions are met, the shares underlying the stock units vest in full on August 1, 2019.

F10: The restricted stock units were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The restricted stock units are subject to certain performance conditions. If the conditions are met, the shares underlying the stock units vest in full on August 31, 2020.