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*
KEPLER DAVID E

(Last) (First) (Middle)
2030 DOW CENTER

(Street)
MIDLAND MI 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)
Executive Vice President & CIO
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2012
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)
Code V Amount (A) or (D) Price
Common (1) 02/10/2012 A 24,270 (2) A $0.0000 139,950 D
Common 02/13/2012 M 27,500 (3) A $30.425 167,450 D
Common 02/13/2012 S 27,500 (3) D $34.1293 139,950 D
Common 2,035.715 I By 401(k) Plan
Common 2,062.99 I By 401(k) Plan ESOP
Common 88,329 I By Trust
Common 26,741 I By Trust 2
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (1) $34 02/10/2012 A 140,730 (4) 02/10/2022 Common 140,730 $0.0000 140,730 D
Non-Qualified Stock Option (right to buy) (1) $30.425 02/13/2012 M 27,500 (3) (5) 02/15/2012 Common 27,500 $0.0000 0.0000 D
Explanation of Responses:
1. Granted under The Dow Chemical Company 1988 Award and Option Plan. The Plan provides for tax withholding rights.
2. Deferred shares to be delivered in one installment on or about February 10, 2015 contingent upon continuation of employment.
3. The transaction reported on this Form 4 was effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on May 27, 2011.
4. The options vest in three equal annual installments beginning on February 10, 2013.
5. The options vested in three equal annual installments beginning on February 15, 2003.
/s/ David E. Kepler II 02/14/2012
** 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).
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