Breen Edward D Form 3 Corteva / EDWARD D BREEN ownership change

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^*

BREEN EDWARD D

(Last) (First) (Middle)

C/O CORTEVA, INC.

974 CENTRE ROAD, CRP 735

(Street)

WILMINGTON DE 19805

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2019

3. Issuer Name and Ticker or Trading Symbol
Corteva, Inc. [ CTVA ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	246,459.7152(1)	D
Common Stock	11,900(2)	I	Held in trust.

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options(3)	(4)	11/05/2022	Common Stock	170,933	30.1	D
Non-Qualified Stock Options(3)	(5)	02/01/2027	Common Stock	113,955	34.68	D
Non-Qualified Stock Options(3)	(6)	11/05/2027	Common Stock	35,890	41	D
Non-Qualified Stock Options(3)	(7)	02/14/2028	Common Stock	273,825	41.94	D
Phantom Stock Units(8)	(9)	(9)	Common Stock	254.3519	(10)	D

Explanation of Responses:

1. On June 1, 2019, the Reporting Person received a dividend of one (1) share of Corteva, Inc. common stock for every three (3) shares of DowDuPont Inc. held by the Reporting Person, and the Reporting Person's equity awards denominated in DowDuPont common stock were adjusted, in part, into equity awards denominated in Corteva common stock, all as described in Corteva's Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 6, 2019. This amount includes restricted stock units, deferred stock units and related dividend equivalent units.

2. On June 1, 2019, the Reporting Person received a dividend of one (1) share of Corteva, Inc. common stock for every three (3) shares of DowDuPont Inc. held by the Reporting Person, all as described in Corteva's Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 6, 2019.

3. In connection with the separation, certain outstanding DowDuPont stock options were converted into awards of options to purchase shares of the Issuer's common stock. The number of shares and exercise prices of each option award were adjusted in a manner intended to preserve the economic/intrinsic value of the original DowDuPont stock option.

4. This option is fully vested and exercisable.

5. 75,970 options are vested and exercisable. The remaining options will vest on February 2, 2020.

6. 11,963 options are vested and exercisable. The remaining options will vest in two equal installments on November 6, 2019 and November 6, 2020.

7. 91,275 options are vested and exercisable. The remaining options will vest in two equal installments on February 15, 2020 and February 15, 2021.

8. Represents phantom stock units held under the Issuer's Retirement Savings Restoration Plan.

9. Phantom stock units are payable in cash and do not carry an exercisable date or expiration date.

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

Remarks:

	/s/Robert Hahm, attorney-in-fact	06/05/2019
	** 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).
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