Gajaria Rajan Form 3 Corteva / RAJAN GAJARIA 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^*

GAJARIA RAJAN

(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)

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

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	47,065.7714(1)	D
Common Stock	32(2)	I	Held in 401(k) plan

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)	02/14/2024	Common Stock	7,129	27.27	D
Non-Qualified Stock Options(3)	(4)	02/13/2025	Common Stock	5,760	28.86	D
Non-Qualified Stock Options(3)	(4)	02/12/2026	Common Stock	18,317	26.86	D
Non-Qualified Stock Options(3)	(5)	02/10/2027	Common Stock	13,897	35.72	D
Non-Qualified Stock Options(3)	(6)	02/15/2028	Common Stock	5,393	41.94	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 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. 9,264 options are vested and exercisable. The remaining options will vest on February 10, 2020.

6. 1,797 options are vested and exercisable. The remaining options will vest in two equal installments on February 15, 2020 and February 15, 2021.

Remarks:

Executive Vice President, Business Platforms

	/s/Robert Hahm, attorney-in-fact	06/10/2019
	** 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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