| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D/A |
| |
Under the Securities Exchange Act of 1934 (Amendment No. 18) |
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Howmet Aerospace Inc. |
| (Name of Issuer) |
| |
Common Stock, $1.00 par value |
| (Title of Class of Securities) |
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443201108 |
| (CUSIP Number) |
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Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th Floor West Palm Beach, FL 33401 with a copy to: Eleazer Klein, Esq. Adriana Schwartz, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| |
February 23, 2023 |
| (Date of Event Which Requires Filing of This Statement) |
| |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 443201108 | Schedule 13D/A | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON Elliott Investment Management L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: | 7 | SOLE VOTING POWER -0- |
| 8 | SHARED VOTING POWER 31,211,789 |
| 9 | SOLE DISPOSITIVE POWER -0- |
| 10 | SHARED DISPOSITIVE POWER 31,211,789 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 31,211,789 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% |
| 14 | TYPE OF REPORTING PERSON PN, IA |
| | | | | |
| CUSIP No. 443201108 | Schedule 13D/A | Page 3 of 5 Pages |
The following constitutes Amendment No. 18 to the Schedule 13D ("Amendment No. 18"). This Amendment No. 18 amends the Schedule 13D as specifically set forth herein.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| |
| Item 3 of the Schedule 13D is hereby amended and restated to read as follows: |
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The aggregate purchase price of the shares of Common Stock reported herein is approximately $600,923,174. The Reporting Person may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. |
| Item 4. | PURPOSE OF TRANSACTION |
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| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
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| The Reporting Person reduced the economic exposure of the Elliott Funds as disclosed in this Amendment No. 18 for portfolio management purposes. The Reporting Person intends for the Elliott Funds to remain significant shareholders of the Issuer and Dave Miller remains on the Board. The Reporting Person continues to have great confidence in the Issuer’s leadership, operational trajectory and strategic direction. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| | |
| Items 5(a)-(c) are hereby amended and restated to read as follows: |
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| (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person. The aggregate percentage of Common Stock reported beneficially owned by the Reporting Person is based upon 412,282,856 shares of Common Stock outstanding as of February 10, 2023 as reported in the Issuer's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022 filed with the Securities and Exchange Commission on February 14, 2023. |
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| (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
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| (c) The transactions in the shares of Common Stock effected by the Reporting Person during the past 60 days, which were all in the open market, are set forth on Schedule 1 attached hereto. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| |
| The first paragraph of Item 6 of the Schedule 13D is hereby deleted in its entirety. |
| CUSIP No. 443201108 | Schedule 13D/A | Page 4 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 23, 2023
| Elliott Investment Management L.P. | |
| | |
| /s/ Elliot Greenberg | |
| Name: Elliot Greenberg | |
| Title: Vice President | |
| CUSIP No. 443201108 | Schedule 13D/A | Page 5 of 5 Pages |
SCHEDULE 1
Transactions in the Shares of Common Stock of the Issuer by the Reporting Person During the Past Sixty (60) Days
The following tables set forth all transactions in the shares of Common Stock effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes commissions.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 02/16/2023 | (165,725) | 43.46 |
| 02/17/2023 | (459,834) | 43.02 |
| 02/21/2023 | (355,135) | 42.13 |
| 02/22/2023 | (440,313) | 42.25 |
| 02/23/2023 | (2,060,485) | 42.22 |
