Joseph P. Dowd - Jan 4, 2024 Form 4 Insider Report for Koppers Holdings Inc. (KOP)

Role: VP, Zero Harm
Signature: /s/Stephanie L. Apostolou, Attorney in Fact
Stock symbol: KOP
Transactions as of: Jan 4, 2024
Transactions value $: -$183,838
Form type: 4
Date filed: 1/8/2024, 07:41 PM
Previous filing: Dec 15, 2023
Next filing: Mar 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KOP	Common Stock	Award	$0	+2.21K	+6.29%	$0.00	37.4K	Jan 4, 2024	Direct	F1, F2
transaction	KOP	Common Stock	Options Exercise		+4.64K	+12.42%		42K	Jan 5, 2024	Direct	F3
transaction	KOP	Common Stock	Options Exercise	$0	+98	+0.23%	$0.00	42.1K	Jan 5, 2024	Direct	F4
transaction	KOP	Common Stock	Tax liability	-$184K	-3.89K	-9.22%	$47.32	38.2K	Jan 5, 2024	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KOP	Restricted Stock Units	Award	$0	+2.36K	+103.69%	$0.00	4.64K	Jan 4, 2024	Common Stock	2.36K		Direct	F3, F6
transaction	KOP	Restricted Stock Units	Award	$0	+2.51K	+445.91%	$0.00	3.07K	Jan 4, 2024	Common Stock	2.51K		Direct	F3, F7
transaction	KOP	Restricted Stock Units	Award	$0	+1.19K		$0.00	1.19K	Jan 4, 2024	Common Stock	1.19K		Direct	F3, F8
transaction	KOP	Dividend Equivalent Rights	Award	$0	+71	+44.65%	$0.00	230	Jan 4, 2024	Common Stock	71		Direct	F9
transaction	KOP	Restricted Stock Units	Options Exercise	$0	-4.64K	-100%	$0.00^*	0	Jan 5, 2024	Common Stock	4.64K		Direct	F3, F10
transaction	KOP	Dividend Equivalent Rights	Options Exercise	$0	-98	-42.61%	$0.00	132	Jan 5, 2024	Common Stock	98		Direct	F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person was awarded time-based restricted stock units on January 4, 2024, which will vest in annual installments of one-third each over three years.
F2	Includes 22 shares of Koppers Holdings Inc. common stock acquired pursuant to the Koppers Holdings Inc. Employee Stock Purchase Plan on December 31, 2023. These acquisitions were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
F3	Restricted stock units convert into common stock on a one-for-one basis.
F4	Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.
F5	Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of time-based restricted stock units ("RSUs") and performance share units ("PSUs").
F6	On January 4, 2021, the reporting person was granted PSUs for which the performance criteria for the three-year performance period from January 1, 2021 through December 31, 2023 have been satisfied.
F7	On January 4, 2022, the reporting person was granted PSUs for which the performance criteria for the two-year performance period from January 1, 2022 through December 31, 2023 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through January 5, 2025. If the Company's total shareholder return over the three-year period of January 1, 2022 through December 31, 2024 is negative, then the cumulative number of units that may vest for such three-year period will be capped at 150% of the target number.
F8	On January 4, 2023, the reporting person was granted PSUs for which the performance criteria for the one-year performance period from January 1, 2023 through December 31, 2023 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through January 5, 2026. If the Company's total shareholder return over the three-year period of January 1, 2023 through December 31, 2025 is negative, then the cumulative number of units that may vest for such three-year period will be capped at 150% of the target number.
F9	The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2021, January 4, 2022, and January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.
F10	Represents previously granted performance share units for which the performance criteria for the three-year performance period from January 1, 2021 through December 31, 2023 have been satisfied, as reported in Table II above.
F11	These DERs were released in connection with the vesting of RSUs and PSUs granted on January 4, 2021, January 4, 2022, and January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.