Philip Morris International Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Philip Morris International Inc. (PM)
CIK: 0001413329
Period of Report: 2011-12-30

Reporting Person: NOTO LUCIO A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Phantom Stock Units	$	A	571	Acquired		Common Stock (571)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68111	Direct
Common Stock	17085	Indirect

Footnotes

F1: Includes 37,877 deferred shares held under the Philip Morris International Inc. 2008 Stock Compensation Plan for Non-Employee Directors. This includes an increase of 438 share equivalents acquired through the reinvestment of dividends since September 30, 2011, the date of the last reportable transaction.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Phantom Stock Units convert to common stock on a 1-for-1 basis.

F4: These units were acquired on December 30, 2011, pursuant to the Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors.

F5: These units are to be settled in cash upon the reporting person's termination as a member of the Issuer's Board of Directors.

F6: The average of the high and low price of Philip Morris International Inc. common stock on December 30, 2011.

F7: Share equivalents held in the Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors. This includes an increase of 680 share equivalents acquired through the reinvestment of dividends since September 30, 2011, the date of the last reportable transaction.