Tronox Holdings plc — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tronox Holdings plc (TROX)
CIK: 0001530804
Period of Report: 2021-03-15

Reporting Person: Mancini Raoul Charles (SVP, Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Stock	A	160643	—	Acquired	405585	Direct
2021-03-15	Common Stock	S	81943	$18.0624	Disposed	323642	Direct

Footnotes

F1: Represents 160,643 shares of common stock delivered in connection with the vesting of the Cristal transaction integration synergy performance-based restricted share units based upon the achievement of certain synergy performance targets.

F2: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of previously granted RSUs. This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.85 to $18.82, inclusive. The reporting person undertakes to provide to Tronox Holdings plc, any security holder of Tronox Holdings plc or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.