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): ~~August~~February 625, ~~2021~~2022 (February 24, 2022)

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 jurisdiction of incorporation)	(Commission File Number)		(I.R.S. EmployerIdentification Number)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
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.~~13e~~13-4(c))

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 exchange
on 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 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~Effective~~Amendment ~~August 6~~of By-Laws. On February 24, ~~2021~~2022, the ~~Fund’s~~ Board of Trustees ~~has~~of ~~eliminated~~Nuveen ~~the~~Dow 30SM ~~following~~Dynamic Overwrite Fund, a registered closed-end management investment ~~policy~~company ~~with~~(the ~~respect~~“Fund”), adopted Amendment No. 1 (the “Amendment”) to the Amended and Restated By-Laws of the Fund:. The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

~~“With~~On ~~respect~~February to24, 2022, ~~call~~the ~~options~~Fund ~~written~~issued ona ~~individual~~press ~~securities,~~release ~~the~~in ~~Fund~~connection ~~will~~with ~~not~~the ~~write~~adoption ~~“naked”~~of orthe ~~uncovered call options~~Amendment.”

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

~~Pursuant~~(d) ~~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.~~ Exhibits

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 30^SM DYNAMIC OVERWRITE FUND

By:		/s/ David J. Lamb
Name:		David J. Lamb
Title:		Chief Administrative Officer

DATE: February 25, 2022

NUVEEN DOW 30SM DYNAMIC OVERWRITE FUND

Amendment No. 1 to Amended and Restated By-Laws

Date: August 6, 2021

/s/ Mark L. Winget

Press Release, dated February 24, 2022

Mark L. Winget

Vice President and Secretary

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