SEC Form 4 · accession 0001225208-17-014593
DOW CHEMICAL CO /DE/ · DOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raymond J Milchovich
Director
Period of report
Aug 31, 2017
Accepted (ET)
Sep 5, 2017 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000029915
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Aug 31, 2017 | D | 13,790 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Right payable 2018 (2018 SAR)F2,F4,F3 | $50.42 | Aug 31, 2017 | D | 198,334 | D | — | — | Common | 198,334 | 0 | D |
| Stock Appreciation Right payable 2020 (2020 SAR)F2,F6,F5 | $50.42 | Aug 31, 2017 | D | 198,334 | D | — | — | Common | 198,334 | 0 | D |
Explanation of responses
- F1Reflects 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.
- F2Pursuant to an agreement between the Reporting Person and Third Point LLC, the Reporting Person received a stock appreciation right payable in 2018 and a stock appreciation right payable in 2020 subject to continued service as a director by the Reporting Person on the applicable vesting date, subject to certain exceptions.
- F3The 2018 SAR vests as follows: 50% on January 1, 2017 and 50% on January 1, 2018. The 2018 SAR will be settled in cash by Third Point LLC within 30 days following January 1, 2018.
- F4As a result of the Merger, the appreciation amount will be based upon the difference between $50.42 and the volume weighted average price of the DowDuPont Common Stock during the 30 day period prior to January 1, 2018, in the case of the 2018 SAR and January 1, 2020, in the case of the 2020 SAR.
- F5The 2020 SAR vests as follows: 50% on January 1, 2019 and 50% on January 1, 2020. The 2020 SAR will be settled in cash by Third Point LLC within 30 days following January 1, 2020.
- F6As a result of the Merger, the appreciation amount payable by Third Point LLC, if any, will be based upon the difference between $50.42 and the volume weighted average price of the DowDuPont Common Stock during the 30 day period prior to January 1, 2018, in the case of the 2018 SAR and January 1, 2020, in the case of the 2020 SAR.