CROWN HOLDINGS, INC. — Director's Dealing 2010

Jan 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN HOLDINGS INC (CCK)
CIK: 0001219601
Period of Report: 2010-01-16

Reporting Person: CONWAY JOHN W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-16	Common	A	48651	—	Acquired	1255178	Direct
2010-01-18	Common	F	81176	$26.01	Disposed	1174002	Direct

Footnotes

F1: Represents the difference between 109,816 performance-based shares of Restricted Common Stock that vested on January 16, 2010 and 61,165 performance?based shares of Restricted Common Stock whose grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on January 19, 2007 (the ?Original Form 4?). As reported on the Original Form 4, such performance-based shares were originally granted to the Reporting Person on January 17, 2007 under the 2006 Stock-Based Incentive Compensation Plan and were to vest on January 16, 2010 based on the Company?s Total Shareholder Return versus a defined group of companies, which the final number of performance-based vested shares varying from 0 to 200% of 61,165.

F2: Represents Shares transferred to the Company for tax withholding in connection with vesting of restricted stock.