4
DOW CHEMICAL CO /DE/ filed this Form 4 on 03/08/2001
Entire Document
 
FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations
may continue. See instruction 1(b).(Print or Type Responses)
X

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name And Address Of Reporting Person*

The Dow Chemical Company
(Last) (First) (Middle)

2. Issuer Name and Ticker or Trading Symbol

Union Carbide Corporation

6. Relationship of Reporting Person(s)
to Issuer
(Check all applicable)

_____ Director __X__ 10% Owner
_____ Officer _____ Other
(give title below) (specify below)

2030 Dow Center
(Street)
3. IRS or Social Security Number of Reporting Person (Voluntary)

38-1285128

4. Statement for Month/Year

February, 2001

7. Individual or Joint/Group Filing
(Check Applicable Line)

__X__Form filed by One Reporting Person

_____Form filed by More than One
Reporting Person

Midland MI 48674
(City) (State) (Zip)
5. If Amendment, Date of Original (Month/Year)
  Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2.Transaction
Date
(Month/Day/
Year)
3. Transaction
Code
(Instr. 8)
4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
5.Amount of
Securities
Beneficially
Owned at
End of Month
(Instr. 3 and 4)
6.Ownership Form:
Direct
(D) or
Indirect (I)
(Instr. 4)
7. Nature
of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V Amount (A) or (D)

Price

See Footnote 1                  
                   
                   
                   
                 

* If the Form is filed by more than one reporting person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directory or indirectly. (over)
PAGE 1 of 2 (Print or Type Response)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(
e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)
2.Conversion or Exercise
Price of
Derivative
Security
3.Transaction
Date
(Month/Day/
Year)
4. Transaction
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
(Month/Day/Year)
7.Title and Amount
of Underlying
Securities
(Instr. 3 and 4)
8.Price of Derivative
Security
(Instr. 5)
9. Number
of derivative
Securities
Beneficially
Owned at End of Month
(Instr. 4)
10.Ownership
Form of
Derivative
Security:
Direct
(D) or
Indirect (I)
(Instr. 4)
11. Nature of Indirect
Beneficial
Ownership
(Instr. 4)
Date
Exercisable
Expiration
Date
Title Amount or Number of Shares
Code V (A) (D)
See Footnote 1                            
                             
                             
                             

Explanation of Responses:

Footnote 1:

On February 6, 2001, The Dow Chemical Company, a Delaware corporation ("Dow") and Union Carbide Corporation, a New York corporation ("Union Carbdie") consummated a merger whereby Transition Sub Inc., a Delaware corporation ("Transition Sub"), a wholly owned subsidiary of Dow, was merged with and into Union Carbide pursuant to an Agreement and Plan of Merger, dated as of August 3, 1999, by and among Union Carbide, Dow and Transition Sub. As a result of the merger, Union Carbide has become a wholly owned subsidiary of Dow. In addition, Dow's irrevocable option to purchase up to 26,502,964 shares of Union Carbide common stock representing approximately 19.9% of the issued and outstanding shares of Union Carbide common stock expred according to its terms upon consummation of the merger.

Date: March 8, 2001

THE DOW CHEMICAL COMPANY

By: /S/ FRANK H. BROD
**Signature of Reporting Person
Name: Frank H. Brod
Title: Vice President and Controller

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S. C. 1001 and 15 U.S. C. 78ff(a)
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
PAGE 2 OF 2