SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Oal Tolga I (Last) (First) (Middle) 201 ISABELLA STREET SUITE 200 (Street) PITTSBURGH, PA 15212-5872 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2020	3. Issuer Name and Ticker or Trading Symbol Howmet Aerospace Inc. [ HWM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Co-Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/09/2020
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	124,928(1)	D
Common Stock	1,642(4)	I	by Company 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	(2)	Common Stock	2,349(4)	(3)	D

Explanation of Responses:

1. On April 1, 2020, Arconic Inc. completed the separation of its business into two independent, publicly-traded companies (the Separation): Howmet Aerospace Inc. and Arconic Corporation. An initial Form 3/A was filed on April 24, 2020 to reflect the total number of Howmet Aerospace Inc. shares underlying equity awards held by the reporting person after reflecting the adjustment of all Arconic Inc. equity awards held by the reporting person as of the Separation to relate to Howmet Aerospace Inc. common stock in a manner intended to preserve the aggregate intrinsic value of the original awards, in accordance with the Employee Matters Agreement, as amended, between Howmet Aerospace Inc. and Arconic Corporation.

2. Phantom stock units were acquired under the Arconic Deferred Compensation Plan and are to be paid out in cash after termination of employment. The reporting person may transfer the phantom stock into an alternative investment account under the Plan at times permitted under the Plan.

3. 1 For 1

4. This Form 3 is being amended to reflect separation-related adjustments.

Remarks:

	/s/ Margaret Lam (Assistant Secretary, by power of attorney	05/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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