Attiganal N Sreeram Form 4 Dow / Attiganal N Sreeram ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sreeram Attiganal N

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dow Inc. [ DOW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2019		A		54,953(1)	A	$0.00	98,631(2)	D
Common Stock	04/01/2019		A		6,980(3)	A	$0.00	105,611(2)	D
Common Stock								83(2)	I	By 401(k) Plan
Common Stock								498(2)	I	By 401(k) ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$50.07(4)	04/01/2019		A		15,311(4)		(5)	02/13/2025	Common Stock	15,311	$0.00	15,311	D
Non-Qualified Stock Option (Right to Buy)	$46.6(4)	04/01/2019		A		33,510(4)		(5)	02/12/2026	Common Stock	33,510	$0.00	33,510	D
Non-Qualified Stock Option (Right to Buy)	$61.97(4)	04/01/2019		A		53,333(4)		(6)	02/10/2027	Common Stock	53,333	$0.00	53,333	D
Non-Qualified Stock Option (Right to Buy)	$72.77(7)	04/01/2019		A		56,060(7)		(8)	02/15/2028	Common Stock	56,060	$0.00	56,060	D

Explanation of Responses:

1. In connection with the separation, certain outstanding DowDuPont restricted stock units were converted into restricted stock units of the Issuer pursuant to the terms of the Employee Matters Agreement. The number of shares was adjusted in a manner intended to preserve the economic/intrinsic value of the original DowDuPont restricted share unit award. Restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 36,372 shares on or about February 10, 2020; and 18,581 shares on or about February 13, 2022.

2. On April 1, 2019, the Issuer separated from DowDuPont Inc. by issuing a dividend of the Issuer's common stock as further described in the Information Statement filed as Exhibit 99.1 to Form 10 filed by the Issuer on March 8, 2019. Total includes one share of common stock of the Issuer received for every three shares of DowDuPont common stock in connection with the separation.

3. Performance share units not previously reportable vested upon the timely completion of the separation of the Issuer from DowDuPont Inc. on April 1, 2019. The performance share units were adjusted pursuant to the terms of the Employee Matters Agreement. Performance-based targets remain. Performance share units will be settled in one installment on or about September 1, 2019, subject to continued employment and further adjustment pursuant to the Employee Matters Agreement.

4. In connection with the separation, certain outstanding DowDuPont stock option awards were adjusted down to reflect the separation and an option award of the Issuer was granted in an amount intended to preserve the economic/intrinsic value of the original DowDuPont award, in each case, pursuant to the terms of the Employee Matters Agreement.

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

6. Two-thirds of this option is exercisable. The remaining one-third will vest on February 10, 2020. Option shares may be used to satisfy withholding taxes.

7. 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 pursuant to the terms of the Employee Matters Agreement. 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.

8. One-third of this option is exercisable. The remaining two-thirds will vest in two equal installments on February 15, 2020 and February 15, 2021. Option shares may be used to satisfy withholding taxes.

Remarks:

	/s/ Attiganal N. Sreeram	04/03/2019
	** Signature of Reporting Person	Date
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