SEC Form 4 · accession 0001225208-17-014608

· DOW

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

Reporting owner

James A Bell

Director

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	Owned after	D/I	Nature of ownership
Common^F1	Aug 31, 2017	D	35,656	$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
Phantom Stock Units^F4,F2,F3	—	Aug 31, 2017	D	8,671	D	—	—	Common	8,671	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.
F2There is no conversion price for these phantom stock units.
F3The 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.
F4Each 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.