SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Palmieri Jane

(Last) (First) (Middle)
2211 H.H. DOW WAY

(Street)
MIDLAND MI 48674

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2020
3. Issuer Name and Ticker or Trading Symbol
DOW INC. [ DOW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Ind Interm & Infras
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 30,162.884(1) D
Common Stock 270.666 I By 401(k) Plan ESOP
Common Stock 916(2) I By Spouse
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) (3) 02/15/2023 Common Stock 11,146 32.57 D
Non-Qualified Stock Option (Right to Buy) (3) 02/12/2026 Common Stock 11,719 46.6 D
Non-Qualified Stock Option (Right to Buy) (3) 02/14/2024 Common Stock 11,166 47.31 D
Non-Qualified Stock Option (Right to Buy) (4) 02/13/2030 Common Stock 56,030 48.3 D
Non-Qualified Stock Option (Right to Buy) (3) 02/13/2025 Common Stock 11,047 50.07 D
Non-Qualified Stock Option (Right to Buy) (5) 02/11/2029 Common Stock 15,490 54.89 D
Non-Qualified Stock Option (Right to Buy) (3) 02/10/2027 Common Stock 12,864 61.97 D
Non-Qualified Stock Option (Right to Buy) (6) 02/15/2028 Common Stock 8,896 72.77 D
Non-Qualified Stock Option (Right to Buy) (3) 02/15/2028 Common Stock 267 72.77 I By Spouse
Explanation of Responses:
1. Includes restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 1,917 shares on or about February 15, 2021; 4,510 shares on or about February 11, 2022; 2,740 shares on or about April 12, 2022; and 5,130 shares on or about Febraury 13, 2023.
2. Includes restricted stock units to be delivered in one installment of 58 shares on or about February 15, 2021.
3. This option is fully vested and exercisable. Option shares will be used to satisfy withholding taxes.
4. This option will vest in three equal installments beginning on February 13, 2021. Option shares will be used to satisfy withholding taxes.
5. One-third of this option is exercisable. The remaining two-thirds will vest in equal installments on February 11, 2021 and February 11, 2022. Option shares will be used to satisfy withholding taxes.
6. Two-thirds of this option is exercisable. The remaining one-third will vest on February 15, 2021. Option shares will be used to satisfy withholding taxes.
/s/ Jane Palmieri 04/20/2020
** 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 5 (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.
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