DuPont de Nemours (DD) Form 4 DowDuPont / ANDREW N LIVERIS 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^*

LIVERIS ANDREW N

(Last) (First) (Middle)

C/O THE DOW CHEMICAL COMPANY

2030 DOW CENTER

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2017

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	12/01/2017		M		150,000	A	$38.62	799,936.089	D
Common Stock	12/01/2017		S		150,000(1)	D	$72.0648(2)	649,936.089	D
Common Stock	12/04/2017		M		31,812	A	$38.62	681,748.089	D
Common Stock	12/04/2017		S		31,812(1)	D	$72.886(3)	649,936.089	D
Common Stock	12/05/2017		M		5,590	A	$38.62	655,526.089	D
Common Stock	12/05/2017		S		5,590(1)	D	$72.8852(4)	649,936.089	D
Common Stock	12/05/2017		G		138,500(5)	D	$0.0000	682,824.5	I	By Trust
Common Stock								1,718.5009	I	By 401(k) Plan
Common Stock								3,668.2024	I	By 401(k) Plan 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)(6)	$38.62	12/01/2017		M			150,000	(7)	02/15/2018	Common Stock	150,000	$38.62	319,370	D
Non-Qualified Stock Option (Right to Buy)(6)	$38.62	12/04/2017		M			31,812	(7)	02/15/2018	Common Stock	31,812	$38.62	287,558	D
Non-Qualified Stock Option (Right to Buy)(6)	$38.62	12/05/2017		M			5,590	(7)	02/15/2018	Common Stock	5,590	$38.62	281,968	D

Explanation of Responses:

1. The number of shares are aggregated for sales occurring within a $1.00 price range on the same date. Reporting Person agrees to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. The price represents the weighted average sale price. All sales occurred at a range of $72.00 to $72.35.

3. The price represents the weighted average sale price. All sales occurred at a range of $72.85 to $72.94.

4. The price represents the weighted average sale price. All sales occurred at a range of $72.85 to $72.90.

5. These shares were gifted to a charitable foundation that is controlled by the reporting person and his spouse.

6. Granted under The Dow Chemical Company Amended and Restated 1988 Award and Option Plan. The Plan provides for tax withholding rights.

7. The options vested in three annual installments beginning on February 15, 2009.

	/s/ Andrew N. Liveris	12/05/2017
	** 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 4 (b)(v).
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