SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BREEN EDWARD D
(Last) (First) (Middle)
CHESTNUT RUN PLAZA 730
974 CENTRE ROAD
(Street)
WILMINGTON DE 19805
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DuPont de Nemours, Inc. [ DD ] 		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
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (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
Common Stock 08/03/2020 A 37,384(1) A $53.5(2) 206,997.295(3) D
Common Stock 9,660 I GRAT
Common Stock 27,942 I GRAT
Common Stock 71,532 I GRAT
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) 3A. Deemed Execution Date, if any (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 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: 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) 08/03/2020 A 226,245(5) 08/03/2021(6) 08/02/2030 Common Stock 226,245 $0 226,245 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.
Remarks:
Peter Hennessey by Power of Attorney 08/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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.
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