SEC Filing | MATSON

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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

OMB APPROVAL

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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^*

FARGO THOMAS B

(Last)

(First)

(Middle)

1411 SAND ISLAND PARKWAY

(Street)

HONOLULU

96819

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Matson, Inc. [ MATX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2019

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

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	04/25/2019		A		2,627⁽¹⁾	A	$0.0000	30,318.0525	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 (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. Restricted stock units issued under the Issuer's 2016 Incentive Compensation Plan that have 100% cliff vesting on the earlier of the grant date anniversary or the next annual shareholders meeting of the Issuer following the date of the grant of such restricted stock units.

Remarks:

poafargo2018.txt

	/s/ Rachel C. Lee, Attorney-in-Fact	04/25/2019
	** 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 MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter T. Heilmann, Rachel C. Lee and Victoria
H. Paal, and each of them, his or her true and lawful attorney in fact to:

       	(1)	prepare, execute for and on behalf of the undersigned, in
the undersigned's capacity as a director of Matson, Inc. (the "Company"),
and file any and all Form ID, Form 3, Form 4, Form 5 and other
reports required to be filed by the undersigned in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

       	(2)	prepare and file electronically (and prepare and execute
any required file copies of such electronic filings), for and on behalf
of the undersigned, in the undersigned's capacity as a director
of the Company or any of its subsidiaries, any and all Form ID, Form 3,
Form 4, Form 5 and other reports required to be
filed by the undersigned in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

       	(3)	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 ID, Form 3, Form 4, Form 5 or other required report and
timely file such report with the United States Securities and Exchange
Commission and, if applicable, any
stock exchange or similar authority; and

       	(4)	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 his or her
discretion.

             The undersigned hereby grants to each such attorney in fact
full power and authority to  do and perform each and every act and thing
whatsoever requisite, necessary, and 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, resubstitution, or
revocation, hereby ratifying and confirming all that such attorney in fact,
or his or her 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 no such
attorney in fact, in serving in such capacity at the request of the
undersigned, is hereby assuming, nor is the Company hereby 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 Form ID, Form 3,
Form 4, Form 5 or other reports 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 30th day of May 2018.


             				/s/ Thomas B. Fargo
					Signature

             				Thomas B. Fargo
					Print Name