Kevin B Kramer Form 4 ALLEGHENY / Kevin B Kramer ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kramer Kevin B

(Last)

(First)

(Middle)

1000 SIX PPG PLACE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLEGHENY TECHNOLOGIES INC [ ATI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP, CCMO

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.10 per share	01/04/2022		F		6,659⁽¹⁾	D	$16.74⁽²⁾	156,043.323⁽³⁾	D
Common Stock, par value $0.10 per share	01/04/2022		A		24,380⁽⁴⁾	A	$0.00⁽⁵⁾	180,423.323⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽⁶⁾	01/04/2022		A		51,282		12/31/2025⁽⁶⁾	12/31/2025⁽⁶⁾	Common Stock	51,282	$0.00⁽⁵⁾	51,282	D

Explanation of Responses:

1. Shares withheld for payment of taxes on restricted stock units awarded on January 4, 2021. One-third of such restricted stock units vested by their terms on January 4, 2022.

2. Represents the average of the high and low trading prices for one share of the Issuer's common stock on the New York Stock Exchange ("NYSE") on January 4, 2022.

3. This amount includes 1,933.9109 shares of common stock that Mr. Kramer owns in the Company's 401(k) Plan. Fluctuations in 401(k) share amounts reflect the Plan's unit reporting method. Mr. Kramer holds approximately 1,620 units, which represent interests in the Company's stock fund.

4. Award of restricted stock units, which are settled in shares of stock upon vesting. The award vests in three equal annual installments on each of the first three anniversaries of the grant date.

5. Awarded under ATI's 2020 Incentive Plan.

6. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock if the Issuer's Common Stock achieves a specified target market price (based on a 20-trading day average) on the NYSE for at least 20 consecutive trading days ("20-Day Average Market Price") prior to December 31, 2025. Each PSU may result in the right to receive additional shares of the Issuer's Common Stock, up to a maximum of three shares per PSU, to the extent that the Issuer's Common Stock achieves 20-Day Average Market Prices at specified levels in excess of the target market price prior to December 31, 2025. Vested shares, if any, generally are payable in two equal installments in early 2026 and early 2027.

Remarks:

	/s/ Elliot S. Davis, Attorney-in-Fact for Kevin B. Kramer	01/06/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Kevin B Kramer Form 4ALLEGHENY / Kevin B Kramer ownership change