4//SEC Filing
Haller Heinz 4
Accession 0001225208-17-014602
CIK 0000029915other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 5:09 PM ET
Size
20.2 KB
Accession
0001225208-17-014602
Insider Transaction Report
Form 4
Haller Heinz
Executive Vice President
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−91,790→ 0 totalExercise: $46.01Exp: 2026-02-12→ Common (91,790 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−191,710→ 0 totalExercise: $32.16Exp: 2023-02-15→ Common (191,710 underlying) - Disposition to Issuer
Common
2017-08-31−741,785→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−83,100→ 0 totalExercise: $46.71Exp: 2024-02-14→ Common (83,100 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−140,730→ 0 totalExercise: $34.00Exp: 2022-02-10→ Common (140,730 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−71,680→ 0 totalExercise: $61.19Exp: 2027-02-10→ Common (71,680 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-31−86,570→ 0 totalExercise: $49.44Exp: 2025-02-13→ Common (86,570 underlying)
Footnotes (7)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), by and among the Issuer, E. I. du Pont de Nemours and Company, DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc., "DowDuPont"), Diamond Merger Sub, Inc. and Orion Merger Sub, Inc, pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of DowDuPont. In the Merger, each share of Issuer Common Stock, par value $2.50 per share, was exchanged for one share of common stock, par value $0.01 per share, of DowDuPont ("DowDuPont Common Stock"). The closing price of a share of Common Stock on August 31, 2017 (the last trading day prior to the effectiveness of the Merger) was $66.65, and the closing price of a share of DowDuPont common stock on September 1, 2017 (the effective date of the Merger) was $67.18.
- [F2]Includes 16,940 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 13, 2018 as DowDuPont Common Stock, 18,210 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 12, 2019 as DowDuPont Common Stock and 14,100 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered on or about February 10, 2020 as DowDuPont Common Stock, in each case, contingent upon continued employment. Also includes 14,621 deferred shares that, as a result of the Merger and pursuant to the Merger Agreement, were assumed by DowDuPont and will be delivered in two annual installments beginning on January 31 following retirement as DowDuPont Common Stock.
- [F3]This option was fully vested and exercisable at the time of the Merger.
- [F4]In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was automatically converted into an option to purchase shares of DowDuPont common stock equal to the total number of shares of Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of the Issuer's option.
- [F5]This option, which would have vested in three equal installments beginning on February 10, 2018, was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont Common Stock for $61.19 per share on the same vesting terms.
- [F6]One-third of this option was vested at the time of the Merger. The option was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont common stock for $46.01 per share, with the remaining two-thirds of the option vesting in two equal installments on February 12, 2018 and February 12, 2019.
- [F7]Two-thirds of this option was vested at the time of the Merger. The option was assumed by DowDuPont in the Merger and converted into an option to purchase an equal number of shares of DowDuPont common stock for $49.44 per share, with the remaining one-third of the option vesting on February 13, 2018.
Documents
Issuer
DOW CHEMICAL CO /DE/
CIK 0000029915
Entity typeother
Related Parties
1- filerCIK 0001364520
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 5:09 PM ET
- Size
- 20.2 KB