James A Varilek Form 4/A OLIN / JAMES A VARILEK 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^*

VARILEK JAMES A

(Last) (First) (Middle)

OLIN CORPORATION

190 CARONDELET PLAZA, SUITE 1530

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLIN CORP [ OLN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CAV & Services

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2015

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 $1 par value	10/05/2015		A		6,778	A	(1)	6,778	I	By Family Trust

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
Phantom Stock Units	(2)	10/05/2015		A		1,905		(2)	(2)	Olin Common Stock	1,905	(2)	1,905	I	By Dow ESOP Trustee

Explanation of Responses:

1. Shares received in exchange for Blue Cube Splitco Inc. (Splitco) common stock, in connection with the merger of a wholly owned subsidiary of issuer into Splitco (the Merger). Splitco stock was acquired in the exchange offer (Exchange Offer) made by The Dow Chemical Company (Dow). Under the terms of the Merger, each share of Splitco common stock was converted into the right to receive 0.87482759 shares of Olin common stock. The number of shares of Splitco common stock and number of shares of Olin common stock reported represent estimates subject to change as a result of the final proration factor to be announced by Dow. The reporting person undertakes to amend this report upon the determination of the final proration factor. The closing price of Olin's common stock on the effective date of the Merger was $17.94 per share.

2. Phantom stock units in unitized stock fund held by Dow in its 401(k) plan (ESOP), received in exchange for Splitco common stock in connection with the Merger. Each unit represents one share of Olin common stock. These phantom units were originally reported as shares of stock by the reporting person, and this amendment clarifies the nature of the securities held in the Dow ESOP.

Remarks:

	/s/ T. E. Murphy, Attorney-in-Fact	10/20/2016
	** 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 4 (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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