Filing Details
- Accession Number:
- 0001013594-17-000220
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-28 09:25:28
- Filed By:
- Elliott Associates, L.p.
- Company:
- Howmet Aerospace Inc. (NYSE:HWM)
- Filing Date:
- 2017-02-28
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Elliott Associates | 16,352,683 | 0 | 16,352,683 | 0 | 16,352,683 | 3.7% |
Elliott International | 0 | 34,749,450 | 0 | 34,749,450 | 34,749,450 | 7.9% |
Elliott International Capital Advisors Inc | 0 | 34,749,450 | 0 | 34,749,450 | 34,749,450 | 7.9% |
Christopher L. Ayers | 100 | 0 | 100 | 0 | 100 | Less than 1% |
Elmer L. Doty | 0 | 0 | 0 | 0 | 0 | 0% |
Charles M. Hall | 0 | 0 | 0 | 0 | 0 | 0% |
Bernd F. Kessler | 0 | 0 | 0 | 0 | 0 | 0% |
Patrice E. Merrin | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 8)*
Arconic Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
03965L100
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 24, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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).
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott Associates, L.P. | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 |
16,352,683 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
16,352,683 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
16,352,683 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
3.7% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International, L.P. | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
WC | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Cayman Islands, British West Indies | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
34,749,450 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
34,749,450 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
34,749,450 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.9% | |
14. | TYPE OF REPORTING PERSON |
PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International Capital Advisors Inc. | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
OO | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 |
34,749,450 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
34,749,450 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
34,749,450 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
7.9% | |
14. | TYPE OF REPORTING PERSON |
CO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Christopher L. Ayers | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
PF | |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
100 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
100 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
100 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
Less than 1% | |
14. | TYPE OF REPORTING PERSON |
IN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elmer L. Doty | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0% | |
14. | TYPE OF REPORTING PERSON |
IN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Charles M. Hall | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0% | |
14. | TYPE OF REPORTING PERSON |
IN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Bernd F. Kessler | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Germany | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0% | |
14. | TYPE OF REPORTING PERSON |
IN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Patrice E. Merrin | |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [x] | |
(b) [ ] | |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Canada and Ireland | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
7. | SOLE VOTING POWER |
0 | |
8. | SHARED VOTING POWER |
0 | |
9. | SOLE DISPOSITIVE POWER |
0 | |
10. | SHARED DISPOSITIVE POWER |
0 | |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 | |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0% | |
14. | TYPE OF REPORTING PERSON |
IN |
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned ("Amendment No. 8"). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $342,703,089. | |
Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $728,210,395. | |
Christopher L. Ayers | The aggregate purchase price of the shares of Common Stock directly owned by Mr. Ayers is approximately $2,000, excluding brokerage commissions. | |
Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the close of business on February 27, 2017, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 13.3% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 438,519,780 shares of Common Stock outstanding as of December 31, 2016, which is the total number of shares of Common Stock outstanding as reported in Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2017.
As of the close of business on February 27, 2017, Elliott beneficially owned 16,352,683 shares of Common Stock, constituting approximately 3.7% of the shares of Common Stock outstanding.
As of the close of business on February 27, 2017, Elliott International beneficially owned 34,749,450 shares of Common Stock, constituting approximately 7.9% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 34,749,450 shares of Common Stock beneficially owned by Elliott International, constituting approximately 7.9% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 51,102,133 shares of Common Stock, constituting approximately 11.7% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 1.7% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.
As of the close of business on February 27, 2017, none of the Nominees, other than Mr. Ayers directly owns any securities of the Issuer. As of the close of business on February 27, 2017, Mr. Ayers beneficially owns 100 shares of Common stock, constituting less than 1% of the shares of Common Stock outstanding.
Each of the Reporting Persons, as a member of a "group" with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons since Amendment No. 7 to the Schedule 13D are set forth on Schedule 1 attached hereto.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: | February 28, 2017 |
ELLIOTT ASSOCIATES, L.P. | |||
By: Elliott Capital Advisors, L.P., as General Partner | |||
By: Braxton Associates, Inc., as General Partner | |||
By: | /s/ Elliot Greenberg | ||
Elliot Greenberg, | |||
Vice President | |||
ELLIOTT INTERNATIONAL, L.P. | |||
By: Elliott International Capital Advisors Inc., | |||
as Attorney-in-Fact | |||
By: | /s/ Elliot Greenberg | ||
Elliot Greenberg, | |||
Vice President | |||
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | ||
By: | /s/ Elliot Greenberg | |
Elliot Greenberg, | ||
Vice President | ||
By: | /s/ Elliot Greenberg | |
Elliot Greenberg, | ||
As attorney-in-fact for Christopher L. Ayers, Elmer L. Doty, Charles M. Hall, Bernd F. Kessler, and Patrice E. Merrin |
SCHEDULE 1
Transactions of the Reporting Persons Effected Since the Filing of Amendment No. 7 to the Schedule 13D.
The following transactions were effected by Elliott Associates, L.P.:
Date | Security | Amount of Shs. Bought | Approx. price ($) per Share |
02/24/17 | Common Stock | 80,001 | 29.3259 |
02/24/17 | Common Stock | 144,000 | 29.2660 |
02/23/17 | Common Stock | 192,000 | 30.0074 |
02/22/17 | Common Stock | 240,000 | 30.4554 |
02/21/17 | Common Stock | 128,000 | 30.1213 |
02/17/17 | Common Stock | (2,170,227)* | * |
02/16/17 | Common Stock | 128,000 | 29.2041 |
02/16/17 | Common Stock | (2,001,199)* | * |
02/15/17 | Common Stock | 136,000 | 29.2671 |
02/14/17 | Common Stock | 72,000 | 29.8627 |
02/13/17 | Common Stock | 24,000 | 29.4834 |
02/13/17 | Common Stock | 40,000 | 29.5434 |
02/10/17 | Common Stock | 40,000 | 29.1773 |
02/07/17 | Common Stock | 16,000 | 26.3554 |
02/06/17 | Common Stock | 24,000 | 25.8813 |
All of the above transactions were effected on the open market, unless otherwise noted.
The following transactions were effected by Elliott Associates, L.P. (through Liverpool):
Date | Security | Amount of Shs. Bought | Approx. price ($) per Share |
02/17/17 | Common Stock | 2,170,227* | * |
02/17/17 | Common Stock | 128,000 | 29.7834 |
02/16/17 | Common Stock | 2,001,199* | * |
02/09/17 | Common Stock | 32,000 | 27.9057 |
02/08/17 | Common Stock | 24,000 | 26.8587 |
02/03/17 | Common Stock | 72,000 | 25.5667 |
02/02/17 | Common Stock | 24,000 | 25.4197 |
02/02/17 | Common Stock | 40,000 | 25.2317 |
All of the above transactions were effected on the open market, unless otherwise noted.
The following transactions were effected by Elliott International, L.P.:
Date | Security | Amount of Shs. Bought | Approx. price ($) per Share |
02/24/17 | Common Stock | 169,999 | 29.3259 |
02/24/17 | Common Stock | 306,000 | 29.2660 |
02/23/17 | Common Stock | 408,000 | 30.0074 |
02/22/17 | Common Stock | 510,000 | 30.4554 |
02/21/17 | Common Stock | 272,000 | 30.1213 |
02/17/17 | Common Stock | 272,000 | 29.7834 |
02/16/17 | Common Stock | 272,000 | 29.2041 |
02/15/17 | Common Stock | 289,000 | 29.2671 |
02/14/17 | Common Stock | 153,000 | 29.8627 |
02/13/17 | Common Stock | 85,000 | 29.5434 |
02/13/17 | Common Stock | 51,000 | 29.4834 |
02/10/17 | Common Stock | 85,000 | 29.1773 |
02/09/17 | Common Stock | 68,000 | 27.9057 |
02/08/17 | Common Stock | 51,000 | 26.8587 |
02/07/17 | Common Stock | 34,000 | 26.3554 |
02/06/17 | Common Stock | 51,000 | 25.8813 |
02/03/17 | Common Stock | 153,000 | 25.5667 |
02/02/17 | Common Stock | 51,000 | 25.4197 |
02/02/17 | Common Stock | 85,000 | 25.2317 |
All of the above transactions were effected on the open market.
* Reflects an internal transfer of Common Stock between Elliott Associates, L.P. and Liverpool.