CROWN HOLDINGS, INC.

Major Shareholding Notification • Jan 19, 2017

SC 13G/A 1 CROWN_HOLDINGS_INC.HTM HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN" saved from url=(0109)file://J:\JPMSI\GSOC\SEC Filings\13G 2015\July 13G 2015\13G Filing\13G Files\AMENDED 13G FILINGS\TIME_INC.HTM

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERE TO FILED

PURSUANT TO RULE 13d-2(b)

( AMENDMENT 3)

CROWN HOLDINGS, INC. ( NAME OF ISSUER )

Common Stock $5.00 Par Value

(Title of Class of Securities)

228368106 (CUSIP Number)

December 30, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1 (c)
Rule 13d-1 (d)

CUSIP No. 228368106 13G/A Page 1 of 3 pages

1.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)	13-2624428

2.
(b)

1. SEC USE ONLY

4.
Delaware

| NUMBER
OF | 5. | SOLE VOTING POWER | 5,892,796 |
| --- | --- | --- | --- |
| SHARES | | | |
| BENEFICIALLY | 6. | SHARED VOTING POWER | 94,795 |
| OWNED BY | | | |
| EACH | 7. | SOLE DISPOSITIVE POWER | 7,055,036 |
| REPORTING | | | |
| PERSON WITH | 8. | SHARED DISPOSITIVE POWER | 136,785 |

9.
7,192,205

10.
CERTAIN SHARES

11.
5.1%

1. TYPE OF REPORTING PERSON* HC

Item 1(a).
CROWN HOLDINGS, INC.

Item 1(b).
One Crown Way Philadelphia, PA 19154-4599

Item 2(a).
JPMorgan Chase & Co.

Item 2(b).
270 PARK AVE
NEW YORK, NY 10017

Item 2(c).
Delaware

Item 2(d).
Common Stock $5.00 Par Value
Unless otherwise noted, security being reported is common
stock

Item 2(e). CUSIP Number: 228368106

Item 3
Or (c), Check Whether the Person Filing is a
:

| (a) | | Broker or dealer registered under Section 15 of the Exchange
Act; |
| --- | --- | --- |
| (b) | | Bank as defined in Section 3(a)(6) of the Exchange
Act; |
| (c) | | Insurance company as defined in Section 3(a)(19) of
the |
| | | Exchange Act; |
| (d) | | Investment company registered under Section 8 of the
Investment |
| | | Company Act; |
| (e) | | An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| (f) | | An employee benefit plan or endowment fund in accordance
with |
| | | Rule 13d-1(b)(1)(ii)(F); |
| (g) | X | A parent holding company or control person in accordance
with |
| | | Rule 13d-1(b)(1)(ii)(G); |
| (h) | | A savings association as defined in Section 3(b) of the
Federal |
| | | Deposit Insurance Act; |
| (i) | | A church plan that is excluded from the definition of an |
| | | Investment company under Section 3(c)(14) of the Investment |
| | | Company act; |
| (j) | | Group, in accordance with Rule
13d-1(b)(1)(ii)(J). |

If this statement is filed pursuant to Rule 13d-1(b), check this box. X

Page 2 of 3 pages

ITEM 4. Ownership

| Provide the following information regarding the aggregate number
and | | | |
| --- | --- | --- | --- |
| Percentage of the class of securities of issuer identified in Item
1. | | | |
| (a) | Amount beneficially owned: 7,192,205 | | |
| | Including 0 shares where there is a Right to
Acquire. | | |
| (b) | Percent of class: 5.1% | | |
| (c) | Number of shares as to which such person has: | | |
| | (i) | Sole power to vote or to direct the vote: | 5,892,796 |
| | (ii) | Shared power to vote or to direct the vote: | 94,795 |
| | (iii) | Sole power to dispose or to direct the disposition of: | 7,055,036 |
| | (iv) | Shared power to dispose or to direct the disposition of: | 136,785 |

ITEM 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE

| If this statement is being filed to
report the fact that as of the date |
| --- |
| hereof the reporting person has ceased to be the beneficial owner of |
| more than five percent of the class of securities, check |
| the following. (
) |

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

issuer's common stock on behalf of other persons known to have one or
more of the following:

the right to receive dividends for such securities;
the power to direct the receipt of dividends from such
securities;
the right to receive the proceeds from the sale of such
securities;
the right to direct the receipt of proceeds from the sale of such
securities;

of securities reported herein unless such person is identified below.

Item 7.
Security being reported on by the Parent Holding
Company.
This notice is filed on behalf of JPMorgan Chase & Co. and its
wholly
owned Subsidiary (ies),
JPMorgan Chase Bank, National Association
J.P. Morgan Investment Management Inc.
JPMorgan Asset Management (UK) Limited
J.P. Morgan Asset Management (Canada) Inc.
JF Asset Management Limited
J.P. Morgan Trust Company of Delaware
J.P. Morgan Securities LLC

Item 8.
Not Applicable

Item 9.
Not Applicable

ITEM 10. Certifications

| By signing below I certify that, to the
best of my knowledge and belief, |
| --- |
| the securities referred to above were acquired and are held in the |
| ordinary course of business and were not acquired and are not held |
| for the purpose of or with the effect of changing or influencing |
| the control of the issuer of the securities and were not acquired |
| and are not held in connection with or as a participant in any |
| transaction having that purpose or effect. |

Page 3 of 3 pages

SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the
information set forth in this statement is true, complete
and correct.

Dated: January 19, 2017
By: /s/ Michael T. Lees
--------------------------------------
Michael T. Lees
Compliance

| The original statement shall be signed by each
person on whose behalf the statement |
| --- |
| is filed or his authorized representative. If the statement is signed
on behalf of |
| a person by his authorized representative (other than an executive
officer or general |
| partner of the filing person), evidence of the representative's
authority to sign on |
| behalf of such person shall be filed with the statement, provided,
however, that a |
| power of attorney for this purpose which is already on file with the
commission may |
| be incorporated by reference. The name and any title of each person who
signs the |
| the statement shall be typed or printed beneath his
signature. |