CROWN HOLDINGS, INC. — Director's Dealing 2011

Jan 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN HOLDINGS INC (CCK)
CIK: 0001219601
Period of Report: 2011-01-10

Reporting Person: CONWAY JOHN W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-10	Common	A	78408	—	Acquired	1641498	Direct
2011-01-10	Common	F	82986	$33.87	Disposed	1558512	Direct

Footnotes

F1: Represents the difference between 156,816 performance-based shares of Restricted Common Stock that vested on January 9, 2011 and 78,408 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 11, 2008 (the ?Original Form 4?). As reported on the Original Form 4, such performance-based shares were originally granted to the Reporting Person on January 9, 2008 under the 2006 Stock-Based Incentive Compensation Plan and were to vest on January 9, 2011 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 78,408.

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