0001225208-17-014594.txt : 20170905 0001225208-17-014594.hdr.sgml : 20170905 20170905170830 ACCESSION NUMBER: 0001225208-17-014594 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: LIVERIS ANDREW N CENTRAL INDEX KEY: 0001269971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03433 FILM NUMBER: 171069462 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 0001269971 LIVERIS ANDREW N 2030 DOW CENTER MIDLAND MI 48674 1 1 CEO and Chairman Common 2017-08-31 4 D 0 215849.0890 0 D 0.0000 D Common 2017-08-31 4 D 0 1686.7065 0 D 0.0000 I By 401(k) Plan Common 2017-08-31 4 D 0 3673.8586 0 D 0.0000 I By 401(k) Plan ESOP Common 2017-08-31 4 D 0 821324.5000 0 D 0.0000 I By Trust Non-Qualified Stock Option (right to buy) 34.0000 2017-08-31 4 D 0 516000.0000 D 2022-02-10 Common 516000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 61.1900 2017-08-31 4 D 0 263860.0000 D 2027-02-10 Common 263860.0000 0.0000 D Non-Qualified Stock Option (right to buy) 38.3800 2017-08-31 4 D 0 412380.0000 D 2021-02-11 Common 412380.0000 0.0000 D Non-Qualified Stock Option (right to buy) 27.7900 2017-08-31 4 D 0 551800.0000 D 2020-02-12 Common 551800.0000 0.0000 D Non-Qualified Stock Option (right to buy) 46.0100 2017-08-31 4 D 0 331510.0000 D 2026-02-12 Common 331510.0000 0.0000 D Non-Qualified Stock Option (right to buy) 9.5300 2017-08-31 4 D 0 909100.0000 D 2019-02-13 Common 909100.0000 0.0000 D Non-Qualified Stock Option (right to buy) 49.4400 2017-08-31 4 D 0 312670.0000 D 2025-02-13 Common 312670.0000 0.0000 D Non-Qualified Stock Option (right to buy) 46.7100 2017-08-31 4 D 0 315930.0000 D 2024-02-14 Common 315930.0000 0.0000 D Non-Qualified Stock Option (right to buy) 38.6200 2017-08-31 4 D 0 619370.0000 D 2018-02-15 Common 619370.0000 0.0000 D Non-Qualified Stock Option (right to buy) 32.1600 2017-08-31 4 D 0 761660.0000 D 2023-02-15 Common 761660.0000 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 61,190 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, 66,750 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 51,890 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/ Andrew N. Liveris 2017-09-05