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*
FULLER KATHRYN S

(Last) (First) (Middle)
390 PARK AVENUE

(Street)
NEW YORK, NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2016
3. Issuer Name and Ticker or Trading Symbol
Alcoa Corp [ AA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 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, par value $0.01 per share 0 D
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(1) (1) (1) Common Stock 24,982(2) (2) D
Explanation of Responses:
1. Pursuant to the terms of the separation and distribution agreement dated October 31, 2016 between Alcoa Corporation and Alcoa Inc. (now renamed Arconic Inc.) ("Arconic" or "Parent"), Parent agreed to separate into two independent, publicly-traded companies effective November 1, 2016, and Parent distributed to Parent shareholders of record as of October 20, 2016 (the "Record Date") one share of Alcoa Corporation common stock for every three shares of Parent common stock held on the Record Date (the "Distribution"). Holdings result from the conversion of phantom stock units (acquired under the Alcoa Inc. 2005 Deferred Fee Plan for Directors (or prior plan)) in connection with the Distribution pursuant to the terms of the employee matters agreement, dated October 31, 2016, between Alcoa and Arconic. Phantom stock units will be paid out in cash after Board service ends.
2. Each phantom stock unit is the economic equivalent of one share of Alcoa common stock.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney - Kathryn S. Fuller
/s/ Marissa Earnest (Assistant Secretary), by power of attorney 11/14/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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