UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~August 56, ~~2020~~2021 ~~(October 5, 2020)~~

NUVEEN DOW 30^SM DYNAMIC OVERWRITE FUND

(Exact name of registrant as specified in its charter)

Massachusetts	811-22970	~~47-1393396~~	47-1393396
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. EmployerIdentification Number)
333 West Wacker Drive	Chicago	Illinois	60606
(Address of principal executive offices)			(Zip code)

333 West Wacker Drive
Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 257-8787

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1313e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock	DIAX	New York Stock Exchange

Title of each class Trading Symbol(s) Name of each exchangeon which registered Common Stock DIAX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01 ~~Regulation~~Other ~~FD Disclosure.~~Events

~~Amended~~Effective ~~and Restated By-Laws. On October~~August 56, ~~2020~~2021, the Fund’s Board of Trustees ofhas ~~Nuveen~~eliminated ~~DOW~~the ~~30SM~~following ~~Dynamic Overwrite Fund, a registered closed-end management~~ investment ~~company~~policy ~~(the~~with ~~“Fund”),~~respect ~~amended~~to ~~and restated in its entirety~~ the ~~Amended and Restated By-Laws of the~~ Fund: ~~(the “Amended and Restated By-Laws”). The Amended and Restated By-Laws are attached hereto as Exhibit 3.1 and are incorporated herein by reference.~~

On“With ~~October 5,~~respect ~~2020,~~to ~~the~~call ~~Fund~~options ~~issued~~written aon ~~press~~individual ~~release~~securities, ~~in connection with~~ the ~~adoption~~Fund ofwill ~~the~~not ~~Amended~~write ~~and~~“naked” ~~Restated~~or ~~By-Laws~~uncovered call options.”

~~Item~~SIGNATURES ~~9.01 Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND
By:		/s/ Gifford R. Zimmerman
Name:		Gifford R. Zimmerman
Title:		Vice President and Secretary

DATE: October 5, 2020

Amended and Restated By-Laws

NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND

Press Release, dated October 5, 2020

Date: August 6, 2021

/s/ Mark L. Winget

Mark L. Winget

Vice President and Secretary

Filing Compare · Nuveen Dow 30sm Dynamic Overwrite Fund