CROWN HOLDINGS, INC. — Director's Dealing 2012

Jan 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN HOLDINGS INC (CCK)
CIK: 0001219601
Period of Report: 2012-01-04

Reporting Person: CONWAY JOHN W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-04	Common	A	183051	—	Acquired	1708379	Direct
2012-01-04	Common	F	6698	$34.11	Disposed	1701681	Direct

Footnotes

F1: The Reporting Person was granted 183,051 shares of Restricted Common Stock under the 2006 Stock-Based Incentive Compensation Plan. 67,772 shares vest over a three year period as follows: 22,591 shares on January 4, 2013 and January 4, 2014, respectively, and 22,590 shares on January 4, 2015. The final 115,279 shares vest on January 4, 2015 based on the Company's Total Shareholder Return versus a defined peer group of companies, with the final number of performance based vested shares varying from 0 to 200% of 115,279.

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