Sec Form 4 Filing - LIVERIS ANDREW N @ DOW CHEMICAL CO /DE/ - 2016-08-05

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 LIVERIS ANDREW N 2. Issuer Name and Ticker or Trading Symbol DOW CHEMICAL CO /DE/ [ DOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) 2030 DOW CENTER 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2016 (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 08/05/2016 M 4,322.329 A $ 0 ( 1 ) 196,032.41 D Common 08/05/2016 D 4,322.329 D $ 53.64 191,710.081 D Common 1,507.02 I By 401(k) Plan Common 3,301.975 I By 401(k) Plan ESOP Common 812,299.5 I By 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 (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 Phantom Stock Units ( 1 ) 08/05/2016 M 4,322.329 ( 1 ) ( 1 ) Common 4,322.329 $ 53.64 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIVERIS ANDREW N 2030 DOW CENTER MIDLAND, MI48674 X CEO and Chairman Signatures /s/ Andrew N. Liveris 08/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Settlement of phantom stock units in respect of deferrals and associated earnings in The Dow Chemical Company Elective Deferral Plan (EDP) made on or before December 31, 2004. The proposed Dow-DuPont merger is considered a Change in Control and phantom stock units are to be settled in cash and distributed to the reporting person within 30 days of shareholder approval of the merger which occurred on July 20, 2016. The phantom stock was distributed to the reporting person on August 5, 2016. Each phantom stock unit was the economic equivalent of one share of Dow common stock.

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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