Statement of Ownership (sc 13g)
February 14 2017 - 9:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Alcoa
Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
013872106
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in 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 (the 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).
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1
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NAME OF
REPORTING PERSON
Arconic Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Pennsylvania
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 (See Note 1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
36,311,767
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,311,767
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
19.7% (See Note 2)
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12
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TYPE OF REPORTING PERSON
CO
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Note 1
: On November 1, 2016, Arconic Inc. (f/k/a Alcoa Inc., the Reporting Person) completed the
separation of Alcoa Corporation (f/k/a Alcoa Upstream Corporation, the Company) through the distribution of approximately 80.1% of the shares of common stock of the Company to the Reporting Persons shareholders. Immediately
following the distribution, the Reporting Person owned 36,311,767 shares, or approximately 19.9%, of the common stock of the Company. Pursuant to a Stockholder and Registration Rights Agreement, dated as of October 31, 2016, by and between the
Reporting Person and the Company, the Reporting Person granted to the Company a proxy to vote its shares of Company common stock owned by the Reporting Person immediately after the distribution in proportion to the votes cast by the Companys
other stockholders. As a result, the Reporting Person does not exercise voting power over any of the shares of Company common stock that it beneficially owns.
Note 2
: The denominator for this calculation is based on 184,005,530 shares of Company common stock outstanding as of February 3, 2017, as
reported in the Companys Amendment No. 1 to its Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on February 8, 2017.
ITEM 1(a):
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Name of Issuer:
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Alcoa Corporation
ITEM 1(b):
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Address of Issuers Principal Executive Offices:
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390 Park Avenue, New York, New
York 10022-4608
ITEM 2(a):
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Name of Person Filing:
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Arconic Inc.
ITEM 2(b):
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Address of Principal Business Office or, if None, Residence:
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390 Park Avenue, New York,
New York 10022-4608
Pennsylvania
ITEM 2(d):
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Title of Class of Securities:
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Common stock, $0.01 par value (the Common
Stock)
013872106
ITEM 3:
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If This Statement is Filed Pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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If filing as a
non-U.S.
institution in accordance with Rule
240.13(d)-1(b)(1)(ii)(J),
please specify the type of institution:
Explanatory
Note
: Prior to November 1, 2016, the Company
was a wholly owned subsidiary of the Reporting Person. On November 1, 2016, the Reporting Person completed the separation of the Company through the distribution of approximately 80.1% of the shares of Common Stock of the Company to the
Reporting Persons shareholders. Immediately following the distribution, the Reporting Person owned 36,311,767 shares, or approximately 19.9%, of the Common Stock of the Company.
ITEM 4(a)
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Amount Beneficially Owned:
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36,311,767 shares of Common Stock.
ITEM 4(b)
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Percent of Class:
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19.7%. The percent of class is based on a denominator of 184,005,530
shares of Company common stock outstanding as of February 3, 2017, as reported in the Companys Amendment No. 1 to its Registration Statement on Form
S-1
filed with the U.S. Securities and
Exchange Commission on February 8, 2017.
ITEM 4(c)
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Number of Shares of which such person has:
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(i)
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Sole power to vote or direct the vote:
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0. In connection with the
spin-off,
the Reporting Person and the Company entered into a Stockholder and Registration Rights Agreement, dated as of October 31, 2016, pursuant to which the Reporting Person granted to the Company a proxy
to vote its shares of Company Common Stock owned by the Reporting Person immediately after the distribution in proportion to the votes cast by the Companys other stockholders. As a result, the Reporting Person does not exercise voting power
over any of the shares of Company Common Stock that it beneficially owns.
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(ii)
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Shared power to vote or direct the vote:
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0.
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(iii)
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Sole power to dispose or direct the disposition of:
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36,311,767.
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(iv)
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Shared power to dispose or direct the disposition of:
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0.
ITEM 5:
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Ownership of Five Percent or Less of a Class:
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Not applicable.
ITEM 6:
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
ITEM 7:
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable.
ITEM 8:
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Identification and Classification of Members of the Group:
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Not applicable.
ITEM 9:
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Notice of Dissolution of a Group:
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2017
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ARCONIC INC.
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By:
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/s/ Katherine H. Ramundo
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Name:
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Katherine H. Ramundo
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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