Sec Form 4 Filing - Ungerleider Howard I @ Dow Inc. - 2019-04-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ungerleider Howard I 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) President and CFO (Last) (First) (Middle) 2211 H.H. DOW WAY 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2019 (Street) MIDLAND, MI48674 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 127,224 ( 1 ) A $ 0 127,224 ( 2 ) D Common Stock 04/01/2019 A 20,939 ( 3 ) A $ 0 148,163 ( 2 ) D Common Stock 50,437 ( 2 ) I By Trust Common Stock 136 ( 2 ) I By 401(k) Plan Common Stock 852 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 28.14 ( 4 ) 04/01/2019 A 22,115 ( 4 ) ( 5 ) 02/12/2020 Common Stock 22,115 $ 0 22,115 D Non-Qualified Stock Option (Right to Buy) $ 38.87 ( 4 ) 04/01/2019 A 18,363 ( 4 ) ( 5 ) 02/11/2021 Common Stock 18,363 $ 0 18,363 D Non-Qualified Stock Option (Right to Buy) $ 34.43 ( 4 ) 04/01/2019 A 81,373 ( 4 ) ( 5 ) 02/10/2022 Common Stock 81,373 $ 0 81,373 D Non-Qualified Stock Option (Right to Buy) $ 32.57 ( 4 ) 04/01/2019 A 208,201 ( 4 ) ( 5 ) 02/15/2023 Common Stock 208,201 $ 0 208,201 D Non-Qualified Stock Option (Right to Buy) $ 47.31 ( 4 ) 04/01/2019 A 94,998 ( 4 ) ( 5 ) 02/14/2024 Common Stock 94,998 $ 0 94,998 D Non-Qualified Stock Option (Right to Buy) $ 50.07 ( 4 ) 04/01/2019 A 94,395 ( 4 ) ( 5 ) 02/13/2025 Common Stock 94,395 $ 0 94,395 D Non-Qualified Stock Option (Right to Buy) $ 46.6 ( 4 ) 04/01/2019 A 105,493 ( 4 ) ( 5 ) 02/12/2026 Common Stock 105,493 $ 0 105,493 D Non-Qualified Stock Option (Right to Buy) $ 61.97 ( 4 ) 04/01/2019 A 85,125 ( 4 ) ( 6 ) 02/10/2027 Common Stock 85,125 $ 0 85,125 D Non-Qualified Stock Option (Right to Buy) $ 72.77 ( 7 ) 04/01/2019 A 89,478 ( 7 ) ( 8 ) 02/15/2028 Common Stock 89,478 $ 0 89,478 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ungerleider Howard I 2211 H.H. DOW WAY MIDLAND, MI48674 President and CFO Signatures /s/ Howard I. Ungerleider 04/03/2019 Signature of Reporting Person Date

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: 58,027 shares on or about February 10, 2020; and 69,197 shares on or about March 12, 2021. ( 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.

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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