Dow (DOW) Form 3 DOW / Mauro Gregorio 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^*

Gregorio Mauro

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2020

3. Issuer Name and Ticker or Trading Symbol
DOW INC. [ DOW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Perf Mat & Coatings

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	11,557(1)	D
Common Stock	16,477	I	By 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 Option (Right to Buy)	(2)	02/11/2021	Common Stock	15,006	38.87	D
Non-Qualified Stock Option (Right to Buy)	(2)	02/12/2026	Common Stock	21,305	46.6	D
Non-Qualified Stock Option (Right to Buy)	(2)	02/14/2024	Common Stock	20,338	47.31	D
Non-Qualified Stock Option (Right to Buy)	(3)	02/13/2030	Common Stock	56,030	48.3	D
Non-Qualified Stock Option (Right to Buy)	(2)	02/13/2025	Common Stock	19,133	50.07	D
Non-Qualified Stock Option (Right to Buy)	(4)	02/11/2029	Common Stock	15,490	54.89	D
Non-Qualified Stock Option (Right to Buy)	(2)	02/10/2027	Common Stock	16,922	61.97	D
Non-Qualified Stock Option (Right to Buy)	(5)	02/15/2028	Common Stock	8,896	72.77	D

Explanation of Responses:

1. Includes restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 1,917 shares on or about February 15, 2021; 4,510 shares on or about February 11, 2022; and 5,130 shares on or about February 13, 2023.

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

3. This option will vest in three equal installments beginning on February 13, 2021. Option shares will be used to satisfy withholding taxes.

4. One-third of this option is exercisable. The remaining two-thirds will vest in equal installments on February 11, 2021 and February 11, 2022. Option shares will be used to satisfy withholding taxes.

5. Two-thirds of this option is exercisable. The remaining one-third will vest on February 15, 2021. Option shares will be used to satisfy withholding taxes.

	/s/ Mauro Gregorio	04/20/2020
	** 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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