SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Craigie James

(Last)

(First)

(Middle)

PRINCETON SOUTH CORPORATE PARK

500 CHARLES EWING BOULEVARD

(Street)

EWING

08628

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHURCH & DWIGHT CO INC /DE/ [ CHD ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/13/2017

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	08/01/2016		M4	25,165.946⁽¹⁾	A	⁽²⁾⁽³⁾	55,360.516⁽¹⁾⁽⁴⁾	D
Common Stock	08/01/2016		D4	25,165.946⁽¹⁾	D	$49.6⁽¹⁾⁽³⁾	30,194.57⁽¹⁾⁽⁴⁾	D
Common Stock							13,980.586⁽¹⁾⁽⁵⁾	I	Prft Shring/saving Plan Trust
Common Stock							27,694.57⁽¹⁾⁽⁶⁾	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)	4. Transaction Code (Instr. 8)	(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)
Phantom Stock	⁽²⁾	03/31/2016	05/31/2016	4A	1,166.96⁽¹⁾		01/03/2017⁽⁷⁾	01/03/2017⁽⁷⁾	Common Stock	1,166.96⁽¹⁾	$46.49⁽¹⁾	292,499.5⁽¹⁾⁽⁴⁾	D
Phantom Stock	⁽²⁾	08/01/2016		4M		25,165.946⁽¹⁾	08/01/2016⁽⁷⁾	08/01/2016⁽⁷⁾	Common Stock	25,165.946⁽¹⁾	⁽²⁾⁽³⁾	0⁽⁴⁾	D
Phantom Stock	⁽²⁾						01/03/2017⁽⁷⁾	01/03/2017⁽⁷⁾	Common Stock	295,907.298⁽¹⁾		295,907.298⁽¹⁾⁽⁸⁾	D

Explanation of Responses:

1. Amount reflects the 2-for-1 stock split of the common stock of Church & Dwight Co., Inc. (the "Company") effected September 1, 2016 (the "stock split").

2. The phantom stock shares convert to common stock on a 1-for-1 basis.

3. On August 1, 2016, 25,165.946 of the reporting person's phantom stock shares were settled for cash pursuant to the terms of the Church & Dwight Co., Inc. Deferred Compensation Plan, adjusted to reflect the stock split.

4. Amounts reflect holdings as of the transaction date. The transaction reported in this row was inadvertently omitted from the initial Form 5 filed by the reporting person on February 13, 2017.

5. Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect shares added to reporting person's Savings and Profit Sharing account.

6. Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect shares purchased in the Church & Dwight Co., Inc. Employee Stock Purchase Plan and dividends paid to reporting person under Church & Dwight Co., Inc.'s Dividend Reinvestment Plan.

7. The phantom stock shares were acquired under the Church & Dwight Co., Inc. Deferred Compensation Plan and are settled in cash at such time as prescribed by the Plan.

8. Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect dividends paid to the reporting person under the Church & Dwight Co., Inc. Deferred Compensation Plan.

Remarks:

	/s/ La Fleur Browne, attorney-in-fact for James R. Craigie	02/24/2017
	** 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).
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