SEC Form 4 · accession 0001225208-17-014607

· DOW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Charles J Kalil

Officer — Exec VP and General Counsel

Period of report

Aug 31, 2017

Accepted (ET)

Sep 5, 2017 · 5:17 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	D/I	Nature of ownership
Common^F2,F1	Aug 31, 2017	D	450,052	$0.00	D	D
Common^F1	Aug 31, 2017	D	998	$0.00	D	I	By 401(k) Plan
Common^F1	Aug 31, 2017	D	3,911	$0.00	D	I	By 401(k) Plan ESOP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Deferred Stock^F4,F1,F3,F5	—	Aug 31, 2017	D	163	D	—	—	Common	163	D
Non-Qualified Stock Option (right to buy)^F7,F6	$34.00	Aug 31, 2017	D	49,044	D	—	Feb 10, 2022	Common	49,044	D
Non-Qualified Stock Option (right to buy)^F7,F8	$61.19	Aug 31, 2017	D	71,680	D	—	Feb 10, 2027	Common	71,680	D
Non-Qualified Stock Option (right to buy)^F7,F9	$46.01	Aug 31, 2017	D	91,790	D	—	Feb 12, 2026	Common	91,790	D
Non-Qualified Stock Option (right to buy)^F7,F10	$49.44	Aug 31, 2017	D	86,570	D	—	Feb 13, 2025	Common	86,570	D
Non-Qualified Stock Option (right to buy)^F7,F6	$46.71	Aug 31, 2017	D	87,470	D	—	Feb 14, 2024	Common	87,470	D
Non-Qualified Stock Option (right to buy)^F7,F6	$32.16	Aug 31, 2017	D	201,290	D	—	Feb 15, 2023	Common	201,290	D
Phantom Stock Units^F13,F11,F12	$0.00	Aug 31, 2017	D	1,744	D	—	—	Common	1,744	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.
F10Two-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.
F11There is no conversion price for these phantom stock units.
F12The phantom stock units were to be delivered entirely in cash in ten annual installments beginning in January following retirement. As a result of the Merger, these phantom stock units were assumed by DowDuPont and will be delivered according to the same terms.
F13Each phantom stock unit was the economic equivalent of one share of Common Stock of the Issuer. As a result of the Merger, the phantom stock units in respect of deferrals and associated earnings were automatically converted to the economic equivalent of one share of DowDuPont Common Stock.
F2Includes 16,940 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, 18,210 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 14,100 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.
F3There is no conversion price for these deferred shares.
F4Includes 108 deferred shares granted March 1, 2000 and 55 deferred shares granted February 23, 2001.
F5These deferred shares will be delivered in five annual installments beginning on January 31 following retirement. As a result of the Merger and pursuant to the Merger Agreement, these deferred shares were assumed by DowDuPont and will be delivered as DowDuPont Common Stock according to the same terms.
F6This option was fully vested and exercisable at the time of the Merger.
F7In 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.
F8This 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.
F9One-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.