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^*

Soderstrom Johanna

(Last)

(First)

(Middle)

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOW CHEMICAL CO /DE/ [ DOW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2017

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	08/31/2017		D⁽¹⁾		67,599⁽²⁾	D	$0⁽¹⁾	0.0000	D
Common	08/31/2017		D⁽¹⁾		36.9864	D	$0⁽¹⁾	0.0000	I	By 401(k) Plan
Common	08/31/2017		D⁽¹⁾		993.925	D	$0⁽¹⁾	0.0000	I	By 401(k) Plan ESOP

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)
Non-Qualified Stock Option (right to buy)	$34	08/31/2017		D			14,300	⁽³⁾	02/10/2022	Common	14,300	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$61.19	08/31/2017		D			38,440	⁽⁵⁾	02/10/2027	Common	38,440	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$38.38	08/31/2017		D			12,100	⁽³⁾	02/11/2021	Common	12,100	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$46.01	08/31/2017		D			46,580	⁽⁶⁾	02/12/2026	Common	46,580	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$49.44	08/31/2017		D			31,010	⁽⁷⁾	02/13/2025	Common	31,010	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$46.71	08/31/2017		D			15,200	⁽³⁾	02/14/2024	Common	15,200	⁽⁴⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$32.16	08/31/2017		D			31,680	⁽³⁾	02/15/2023	Common	31,680	⁽⁴⁾	0.0000	D

Explanation of Responses:

1. Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), by and among the Issuer, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc., "DowDuPont"), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc, pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of DowDuPont. In the Merger, each share of Issuer Common Stock, par value $2.50 per share, was exchanged for one share of common stock, par value $0.01 per share, of DowDuPont ("DowDuPont Common Stock"). The closing price of a share of Common Stock on August 31, 2017 (the last trading day prior to the effectiveness of the Merger) was $66.65, and the closing price of a share of DowDuPont common stock on September 1, 2017 (the effective date of the Merger) was $67.18.

2. Includes 6,070 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 13, 2018 as DowDuPont Common Stock, 9,240 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 12, 2019 as DowDuPont Common Stock and 7,560 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 10, 2020 as DowDuPont Common Stock, in each case, contingent upon continued employment.

3. This option was fully vested and exercisable at the time of the Merger.

4. In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was automatically converted into an option to purchase shares of DowDuPont common stock equal to the total number of shares of Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of the Issuer's option.

5. This option, which would have vested in three equal installments beginning on February 10, 2018, was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont Common Stock for $61.19 per share on the same vesting terms.

6. One-third of this option was vested at the time of the Merger. The option was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont common stock for $46.01 per share, with the remaining two-thirds of the option vesting in two equal installments on February 12, 2018 and February 12, 2019.

7. Two-thirds of this option was vested at the time of the Merger. The option was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont common stock for $49.44 per share, with the remaining one-third of the option vesting on February 13, 2018.

	/s/ Johanna Soderstrom	09/05/2017
	** Signature of Reporting Person	Date
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