As filed with the Securities and Exchange Commission on March 1, 2016 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOWDUPONT INC. (Exact name of registrant as specified in its charter) Delaware 2821 81-1224539 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) c/o The Dow Chemical Company c/o E. I. du Pont de Nemours and Company 2030 Dow Center 974 Centre Road Midland, MI 48674 Wilmington, DE 19805 (989) 636-1000 (302) 774-1000 (Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Howard Ungerleider Nicholas Fanandakis DowDuPont Inc. DowDuPont Inc. c/o The Dow Chemical Company c/o E. I. du Pont de Nemours and Company 2030 Dow Center 974 Centre Road Midland, MI 48674 Wilmington, DE 19805 (989) 636-1000 (302) 774-1000 (Name, address, including zip code, and telephone number, including area code, of agents for service) Copies to: Charles J. Kalil, Esq. Stacy L. Fox, Esq. Michael J. Aiello, Esq. Peter Allan Atkins, Esq. The Dow Chemical Company E. I. du Pont de Nemours and James R. Griffin, Esq. Brandon Van Dyke, Esq. 2030 Dow Center Company Sachin Kohli, Esq. Skadden, Arps, Slate, Meagher Midland, MI 48674 974 Centre Road Weil, Gotshal & Manges LLP & Flom LLP (989) 636-1000 Wilmington, DE 19805 767 Fifth Avenue Four Times Square (302) 774-1000 New York, NY 10153 New York, NY 10036 (212) 310-8000 (212) 735-3000 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the mergers described in the enclosed document. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ‘ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ‘ Accelerated filer ‘ Non-accelerated filer È (Do not check if a smaller reporting company) Smaller reporting company ‘ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered registered(1) per unit offering price(2) registration fee(3) Common stock, par value $0.01 per share ........................ 2,393,740,526 shares N/A $112,613,889,092.33 $ 11,340,218.64 (1) Represents the estimated maximum number of shares of common stock, par value $0.01 per share, of DowDuPont Inc. (“DowDuPont”, and such stock, the “DowDuPont common stock”) to be issued in connection with the mergers described herein. The estimated maximum number of shares of DowDuPont common stock is based on the sum of (a) the product of: (i) 876,942,313 shares of common stock, par value $0.30 per share, of E. I. du Pont de Nemours and Company (“DuPont” and such stock, the “DuPont common stock”) that are estimated to be issued and outstanding immediately prior to the mergers (calculated on a fully diluted basis) multiplied by (ii) 1.2820, which is the exchange ratio for the holders of DuPont common stock under the Agreement and Plan of Merger, dated as of December 11, 2015 (the “merger agreement”), among The Dow Chemical Company (“Dow”), DowDuPont, DuPont and the other parties thereto, plus (b) 1,269,500,480 shares of common stock, par value $2.50 per share, of Dow (“Dow common stock”) that are estimated to be issued and outstanding immediately prior to the mergers (calculated on a fully diluted basis and assuming the conversion of all of the shares of Dow Cumulative Convertible Perpetual Preferred Stock Series A (“Dow Series A preferred stock”) at a conversion ratio of 24.2010 in accordance with the terms governing the Dow Series A preferred stock) and entitled to receive one share of DowDuPont common stock per share of Dow common stock under the merger agreement. (2) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The proposed maximum aggregate offering price of the DowDuPont common stock to be registered was calculated based upon the sum of (i) the product of (A) the average of the high and low sale prices of DuPont common stock as reported on the New York Stock Exchange on February 25, 2016 ($59.610) and (B) 876,942,313, representing the maximum number of shares of DuPont common stock expected to be exchanged in connection with the DuPont merger (as defined herein), and (ii) the product of (A) the average of the high and low sale prices of Dow common stock as reported on the New York Stock Exchange on February 25, 2016 ($47.530) and (B) 1,269,500,480, representing the maximum number of shares of Dow common stock expected to be exchanged in connection with the Dow merger (as defined herein) and assuming the conversion of all of the shares of Dow Series A preferred stock, at a conversion ratio of 24.2010 in accordance with the terms governing the Dow Series A preferred stock. (3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine. PRELIMINARY—SUBJECT TO COMPLETION—DATED MARCH 1, 2016 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT The Dow Chemical Company, which we refer to as Dow, and E. I. du Pont de Nemours and Company, which we refer to as DuPont, have entered into an Agreement and Plan of Merger, dated as of December 11, 2015, as it may be amended from time to time, which we refer to as the merger agreement. Pursuant to the terms of the merger agreement, Dow and DuPont will each merge with wholly owned subsidiaries of a newly formed corporation, named DowDuPont Inc., which we refer to as DowDuPont. As a result of such mergers, Dow and DuPont will become subsidiaries of DowDuPont. We believe the merger of equals will combine two industry leaders to create a global company with a leading agriculture business, a leading material science business, and a leading specialty products business. Following the consummation of the mergers and subject to regulatory and board approval, Dow and DuPont intend to pursue the separation of DowDuPont’s leading businesses in one or more tax-efficient transactions, resulting in three independent, publicly traded companies: a leading, global pure-play agriculture business; a leading, pure-play material science business; and a leading, technology and innovation-driven specialty products business. We believe that the mergers will benefit both the Dow stockholders and the DuPont stockholders and we ask for your support in voting for the merger proposals at our respective special meetings. If the mergers are completed, holders of Dow common stock will be entitled to receive one share of DowDuPont common stock for each share of Dow common stock they hold, which we refer to as the Dow exchange ratio, and holders of DuPont common stock will be entitled to receive 1.2820 shares of DowDuPont common stock for each share of DuPont common stock they hold, which we refer to as the DuPont the solicitation of any offer to buy nor shall thereexchange be any sale of ratio, in addition to cash in lieu of any fractional shares. In addition, if the mergers are completed, holders of Dow Cumulative curities and Exchange Commission. These securities may not be sold Convertible Perpetual Preferred Stock, Series A, which we refer to as Dow Series A preferred stock, that are then outstanding will be entitled to receive one share of DowDuPont Cumulative Convertible Perpetual Preferred Stock, Series A for each share of Dow Series A preferred urities laws of any such jurisdiction. stock they hold. Unless DuPont elects to redeem the DuPont preferred stock designated as “Preferred Stock—$4.50 Series” and the DuPont preferred stock designated as “Preferred Stock—$3.50 Series”, which we refer to collectively as DuPont preferred stock, prior to the effective time the DuPont preferred stock will be unaffected by the mergers. It is expected that the Dow exchange ratio and DuPont exchange ratio will result in Dow and DuPont common stockholders each owning approximately 50% of DowDuPont immediately following the effective time of the mergers, excluding the shares of Dow Series A preferred stock.