Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Smith Vince J
  2. Issuer Name and Ticker or Trading Symbol
OLIN CORP [OLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O OLIN CORPORATION, 190 CARONDELET PLAZA, SUITE 1530
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2015
(Street)

CLAYTON, MO 63105
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 $1 par value 10/05/2015   M   25,434 A (1) 38,273 D  
Common Stock $1 par value 10/05/2015   D   25,434 D $ 19.95 12,839 D  
Common Stock $1 par value 10/05/2015   A   2,711 A (2) 15,550 D  

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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 Underlying Securities
(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
Phantom Stock Units (1) 10/05/2015   M     25,434 10/05/2015 10/05/2015 Common Stock 25,434 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Vince J
C/O OLIN CORPORATION
190 CARONDELET PLAZA, SUITE 1530
CLAYTON, MO 63105
  X      

Signatures

 /s/ T. E. Murphy, Attorney-in-Fact   10/07/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of phantom stock was the economic equivalent of one share of Olin Common Stock. All shares of phantom stock were held in the Olin Corporation Amended and Restated 1997 Stock Plan for Non-employee Directors, and were settled in cash.
(2) Shares received in exchange for Blue Cube Splitco Inc. (Splitco) common stock, in connection with the merger of a wholly owned subsidiary of issuer into Splitco (the Merger). Splitco stock was acquired in the exchange offer (Exchange Offer) made by The Dow Chemical Company (Dow). Under the terms of the Merger, each share of Splitco common stock converted into the right to receive 0.87482759 shares of Olin common stock. The number of shares of Splitco common stock and number of shares of Olin common stock reported represent estimates subject to change as a result of the final proration factor to be announced by Dow. The reporting person undertakes to amend this report upon the determination of the final proration factor. The closing price of Olin's common stock on the effective date of the Merger was $17.94 per share.

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