CROWN HOLDINGS, INC. — Director's Dealing 2012

Jan 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN HOLDINGS INC (CCK)
CIK: 0001219601
Period of Report: 2012-01-16

Reporting Person: DONAHUE TIMOTHY J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-16	Common	A	10914	—	Acquired	247731	Direct
2012-01-16	Common	F	14087	$33.98	Disposed	233644	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1428	Indirect

Footnotes

F1: At December 31, 2011, the Reporting Person owned 1,428 shares of CCK Common Stock under the CCK 401(k) Plan.

F2: Represents the difference between 33,187 performance-based shares of Restricted Common Stock that vested on January 16, 2012 and 22,273 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 21, 2009 (the "Original Form 4"). As reported on the Original Form 4, such performance-based shares were originally granted to the Reporting Person 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 22,273.

F3: Represents shares transferred to the Company for tax withholding in connection with the vesting of restricted and performance-based stock.