Statement of Changes in Beneficial Ownership (4)
06 August 2020 - 12:03AM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BREEN EDWARD D |
2. Issuer Name and Ticker or Trading Symbol
DuPont de Nemours, Inc.
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DD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
CHESTNUT RUN PLAZA 730, 974 CENTRE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2020 |
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(Street)
WILMINGTON, DE 19805
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/3/2020 | | A | | 37384 (1) | A | $53.5 (2) | 206997.295 (3) | D | |
| Common Stock | | | | | | | | 9660 | I | GRAT |
| Common Stock | | | | | | | | 27942 | I | GRAT |
| Common Stock | | | | | | | | 71532 | I | GRAT |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Stock Options (Right to Buy) NQOs | $53.5 (4) | 8/3/2020 | | A | | 226245 (5) | | 8/3/2021 (6) | 8/2/2030 | Common Stock | 226245 | $0 | 226245 | D | |
| Deferred Stock Units | (7) | | | | | | | (8) | (8) | Common Stock | 261.4771 (9) | | 261.4771 (9) | D | |
| Explanation of Responses: |
| (1) | This represents the RSU component of Mr. Breen's regular annual LTI award for 2020 which would have otherwise been made on February 19, 2020, with other management grants, but was delayed due to Mr. Breen's change in role from Executive Chairman to Executive Chairman and CEO; the board approved Mr. Breen's regular annual grant for 2020 at a meeting on August 3. |
| (2) | Represents the closing value of DuPont common stock on the date of the management grants on February 19, 2020, which was greater than the grant date fair value. See footnote (1). |
| (3) | Includes acquisition of shares pursuant to dividend reinvestment; 18, 915 shares of direct ownership reclassified from indirect holdings in a GRAT; also 71,532 shares reclassified from direct to indirect holdings in a GRAT. |
| (4) | Represents the closing value of DuPont common stock on the date of the management grants on February 19, 2020, which was greater than the grant date fair value. See footnote (5). |
| (5) | This represents the stock options component of Mr. Breen's regular annual LTI award for 2020 which would have otherwise been made on February 19, 2020, with other management grants, but was delayed due to Mr. Breen's change in role from Executive Chairman to Executive Chairman and CEO; the board approved Mr. Breen's regular annual grant for 2020 at a meeting on August 3. |
| (6) | Options become exercisable in three substantially equal installments beginning on the first anniversary of the grant; option shares may be used to satisfy withholding taxes. |
| (7) | Each unit represents the right to receive one share of DuPont common stock. |
| (8) | Units are payable in shares following termination of the reporting person's employment with DuPont. The reporting person may transfer his units into an alternative investment account at any time. |
| (9) | Includes acquisition of shares pursuant to dividend reinvestment; this number is also reflective of the reverse stock split on June 1, 2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BREEN EDWARD D
CHESTNUT RUN PLAZA 730
974 CENTRE ROAD
WILMINGTON, DE 19805 | X |
| Chief Executive Officer |
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Signatures
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| Peter Hennessey by Power of Attorney | | 8/5/2020 |
| **Signature of Reporting Person | Date |
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