SEC Filing | Sealed Air

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Doheny Edward L II

(Last)

(First)

(Middle)

C/O SEALED AIR CORPORATION

2415 CASCADE POINTE BOULEVARD

(Street)

CHARLOTTE

28208

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEALED AIR CORP/DE [ SEE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2023		P		10,000	A	$33.85⁽¹⁾	658,360	D
Common Stock								2,249⁽²⁾	I	401(k) and Profit-Sharing Plan

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.8399 and $33.85 inclusive. The reporting person undertakes to provide to Sealed Air Corporation, any security holder of Sealed Air Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Reflects unit/share adjustments to the reporting person's holdings under the Sealed Air Corporation 401(k) and Profit-Sharing Plan, a tax conditioned plan.

	/s/Youhao Dong, attorney-in-fact for Mr. Doheny	09/11/2023
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24
POWER OF ATTORNEY

Know all by these presents, that the
undersigned hereby constitutes and appoints
Youhao Dong, the undersigned's true and
lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer
and/or director of Sealed Air Corporation, a
Delaware corporation (the "Company"), Forms
3, 4 and 5, or any amendment thereof, in
accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules
thereunder;

(2)	do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such Form 3, 4 or 5, or any
amendment thereof, and timely file the same
with the United States Securities and
Exchange Commission, the New York Stock
Exchange and any other stock exchange or
similar authority with which the same are
required to be filed; and

(3)	take any other action of any type whatsoever
in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or
legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such
attorney-in-fact full power and authority to
do and perform any and every act and thing
whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights
and powers herein granted, as fully to all
intents and purposes as the undersigned might
or could do if personally present, with full
power of substitution or revocation, hereby
ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power
of attorney and the rights and powers herein
granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving
in such capacity at the request of the
undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full
force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5, or
any amendment thereof, with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless
earlier revoked by the undersigned in a
signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed
as of this date: September 8, 2023.



	/s/Edward L. Doheny II