0001225208-17-014589.txt : 20170905
0001225208-17-014589.hdr.sgml : 20170904
20170905170810
ACCESSION NUMBER: 0001225208-17-014589
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170831
FILED AS OF DATE: 20170905
DATE AS OF CHANGE: 20170905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Soderstrom Johanna
CENTRAL INDEX KEY: 0001628361
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03433
FILM NUMBER: 171069456
MAIL ADDRESS:
STREET 1: 2030 DOW CENTER
CITY: MIDLAND
STATE: MI
ZIP: 48674
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/
CENTRAL INDEX KEY: 0000029915
STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821]
IRS NUMBER: 381285128
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2030 DOW CENTER
CITY: MIDLAND
STATE: MI
ZIP: 48674-2030
BUSINESS PHONE: 989-636-1000
MAIL ADDRESS:
STREET 1: 2030 DOW CENTER
CITY: MIDLAND
STATE: MI
ZIP: 48674-2030
4
1
doc4.xml
X0306
4
2017-08-31
1
0000029915
DOW CHEMICAL CO /DE/
DOW
0001628361
Soderstrom Johanna
2030 DOW CENTER
MIDLAND
MI
48674
1
Corporate Vice President
Common
2017-08-31
4
D
0
67599.0000
0
D
0.0000
D
Common
2017-08-31
4
D
0
36.9864
0
D
0.0000
I
By 401(k) Plan
Common
2017-08-31
4
D
0
993.9250
0
D
0.0000
I
By 401(k) Plan ESOP
Non-Qualified Stock Option (right to buy)
34.0000
2017-08-31
4
D
0
14300.0000
D
2022-02-10
Common
14300.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
61.1900
2017-08-31
4
D
0
38440.0000
D
2027-02-10
Common
38440.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
38.3800
2017-08-31
4
D
0
12100.0000
D
2021-02-11
Common
12100.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
46.0100
2017-08-31
4
D
0
46580.0000
D
2026-02-12
Common
46580.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
49.4400
2017-08-31
4
D
0
31010.0000
D
2025-02-13
Common
31010.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
46.7100
2017-08-31
4
D
0
15200.0000
D
2024-02-14
Common
15200.0000
0.0000
D
Non-Qualified Stock Option (right to buy)
32.1600
2017-08-31
4
D
0
31680.0000
D
2023-02-15
Common
31680.0000
0.0000
D
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.
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.
This option was fully vested and exercisable at the time of the Merger.
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.
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.
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.
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
2017-09-05