Sec Form 4 Filing - Delia Ronald Stephen @ Amcor plc - 2023-08-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Delia Ronald Stephen 2. Issuer Name and Ticker or Trading Symbol Amcor plc [ AMCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 83 TOWER ROAD NORTH 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2023 (Street) WARMLEY, BRISTOL, X0BS30 8XP 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ordinary Shares 08/24/2023 M 184,356 ( 1 ) A 1,884,356 D Ordinary Shares 08/24/2023 F 81,670 ( 3 ) D $ 0 1,802,686 D Ordinary Shares 08/24/2023 M 130,414 A 1,933,100 D Ordinary Shares 08/24/2023 F 57,774 ( 4 ) D $ 0 1,875,326 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options $ 11.21 08/24/2023 A 407,159 ( 5 ) 08/28/2023 10/31/2026 Ordinary Shares 407,159 $ 0 407,159 D Restricted Stock Units ( 2 ) 08/24/2023 M 130,414 ( 6 ) ( 6 ) Ordinary Shares 130,414 $ 0 0 D Restricted Stock Units ( 2 ) 08/24/2023 A 15,921 09/01/2025 09/01/2025 Ordinary Shares 15,921 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Delia Ronald Stephen 83 TOWER ROAD NORTH WARMLEY, BRISTOL, X0BS30 8XP X CHIEF EXECUTIVE OFFICER Signatures /s/ Damien Clayton, Attorney-in-Fact 08/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Settlement of performance shares that were granted on September 15, 2020 under the 2020-2021 Long Term Incentive Plan. 184,356 of the 442,100 performance shares vested based on achievement of the performance conditions and the remaining performance shares were forfeited. ( 2 )Each restricted stock unit represents a contingent right to receive one ordinary share of Amcor upon vesting of the restricted stock units. ( 3 )81,670 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 102,686 shares. ( 4 )57,774 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 72,640 shares. ( 5 )Vesting of Employee Stock Options that were granted on September 15, 2020 under the 2020-2021 Long Term Incentive Plan. 407,159 of the 976,400 of the Employee Stock Options vested and the remaining Employee Stock Options were forfeited. The Employee Stock Options remain subject to a share price condition whereby the share price must exceed the exercise price for the Employee Stock Options to be exercisable. ( 6 )The restricted stock units were granted on September 15, 2021 and vest August 28, 2023.

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).

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