SEC FORM 3

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^*

KALIL CHARLES J

(Last)

(First)

(Middle)

C/O THE DOW CHEMICAL COMPANY

2030 DOW CENTER

(Street)

MIDLAND

48674

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2017

3. Issuer Name and Ticker or Trading Symbol
DowDuPont Inc. [ DWDP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Special Counsellor		General Counsel-MatCo

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	569,591.7416⁽¹⁾	D
Common Stock	998.1368	I	By 401(k) Plan
Common Stock	3,910.5892	I	By 401(k) Plan ESOP

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Deferred Stock	⁽²⁾	⁽²⁾	Common Stock	163⁽³⁾	⁽⁴⁾	D
Non-Qualified Stock Option (Right to Buy)	⁽⁵⁾	02/15/2023	Common Stock	201,290	$32.16	D
Non-Qualified Stock Option (Right to Buy)	⁽⁵⁾	02/10/2022	Common Stock	49,044	$34	D
Non-Qualified Stock Option (Right to Buy)	⁽⁶⁾	02/12/2026	Common Stock	91,790	$46.01	D
Non-Qualified Stock Option (Right to Buy)	⁽⁵⁾	02/14/2024	Common Stock	87,470	$46.71	D
Non-Qualified Stock Option (Right to Buy)	⁽⁷⁾	02/13/2025	Common Stock	86,570	$49.44	D
Non-Qualified Stock Option (Right to Buy)	⁽⁸⁾	02/10/2027	Common Stock	71,680	$61.19	D
Phantom Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	1,743.783	⁽¹⁰⁾	D

Explanation of Responses:

1. Total includes deferred shares of Common Stock to be delivered in one installment on or about each of the following dates, contingent upon employment: 16,940 shares on February 13, 2018; 18,210 shares on February 12, 2019; 14,100 shares on February 10, 2020. Total also includes deferred shares of Common Stock converted from performance based awards not previously reportable on Table I or II, to be delivered in one installment on or about each of the following dates, contingent upon employment: 45,445 shares on February 13, 2018; 39,324 shares on February 12, 2019; and 34,771 shares on February 13, 2020.

2. These deferred shares will be delivered in five annual installments beginning on January 31 following retirement.

3. Includes 108 deferred shares granted March 1, 2000 and 55 deferred shares granted February 23, 2001.

4. There is no conversion price for these deferred shares.

5. This option is fully vested and exercisable. Option shares may be used to satisfy withholding taxes.

6. One-third of this option is exercisable. The remaining two-thirds will vest in two equal installments on February 12, 2018 and February 12, 2019. Option shares may be used to satisfy withholding taxes.

7. Two-thirds of this option is exercisable. The remaining one-third will vest on February 13, 2018. Option shares may be used to satisfy withholding taxes.

8. This option will vest in three equal installments beginning on February 10, 2018. Option shares may be used to satisfy withholding taxes.

9. The phantom stock units will be delivered entirely in cash in ten annual installments beginning in January following retirement.

10. There is no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of Common Stock of the Issuer.

	/s/ Charles J. Kalil	09/11/2017
	** 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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