CROWN HOLDINGS, INC. — Director's Dealing 2021

Jan 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN HOLDINGS INC (CCK)
CIK: 0001219601
Period of Report: 2021-01-08

Reporting Person: KELLY THOMAS A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-08	Common	A	12807	—	Acquired	134913	Direct
2021-01-11	Common	A	6440	—	Acquired	141353	Direct
2021-01-11	Common	F	6331	$100.04	Disposed	135022	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	1050	Indirect

Footnotes

F1: The Reporting Person was granted 12,807 shares of Restricted Common Stock under the 2013 Stock-Based Compensation Plan. 4,399 time-vested restricted shares vest over a three year period as follows: 1,467 time-vested restricted shares on January 10, 2022 and 1,466 time-vested restricted shares on January 09, 2023 and January 8, 2024, respectively. 4,009 performance-based restricted shares are targeted to vest on January 8, 2024 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 4,009. 4,399 performance-based restricted shares are targeted to vest on January 8, 2024 based on the Return on Invested Capital achieved by the Company compared to the ROIC target, with the final number of performance-based vested shares varying from 0 to 200% of 4,399.

F2: Represents additional performance-based shares of Restricted Common Stock that vested on January 11, 2021 whose grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on January 8, 2018 (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 with the final number of performance-based vested shares varying from 0 to 200% of 6,440.

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