Sec Form 4 Filing - LIVERIS ANDREW N @ DOW CHEMICAL CO /DE/ - 2017-01-30

Insider filing report for Changes in Beneficial Ownership
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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)
01/30/2017
(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 01/30/2017 M 460,000 A $ 43.59 651,710.081 D
Common 01/30/2017 F( 1 ) 59,647 D $ 61.475 592,063.081 D
Common 01/30/2017 F 326,172 D $ 61.475 265,891.081 D
Common 1,583.942 I By 401(k) Plan
Common 3,301.975 I By 401(k) Plan ESOP
Common 744,299.5 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
Non-Qualified Stock Option (right to buy) ( 2 ) $ 43.59 01/30/2017 M 460,000 ( 3 ) 02/16/2017 Common 460,000 $ 0 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 01/31/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld pursuant to tax withholding rights under award and option plans in a transaction exempt under Rule 16b-3.
( 2 )Granted under The Dow Chemical Company 1988 Award and Option Plan. The Plan provides for tax withholding rights.
( 3 )The options vested in three equal annual installments beginning on February 16, 2008.

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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