FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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
                      

1. Name and Address of Reporting Person *

Craigie James

2. Issuer Name and Ticker or Trading Symbol

CHURCH & DWIGHT CO INC /DE/ [CHD]

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)

PRINCETON SOUTH CORPORATE PARK,  500 CHARLES EWING BOULEVARD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2016 
(Street)

EWING, NJ 08628

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/13/2017 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   8/1/2016     M4   25165.946   (1) A   (2) (3) 55360.516   (1) (4) D  
 
Common Stock   8/1/2016     D4   25165.946   (1) D $49.60   (1) (3) 30194.57   (1) (4) D  
 
Common Stock                 13980.586   (1) (5) I   Prft Shring/saving Plan Trust  
Common Stock                 27694.57   (1) (6) D  
 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     3/31/2016   5/31/2016   A4   1166.96   (1)      1/3/2017   (7) 1/3/2017   (7) Common Stock   1166.96   (1) $46.49   (1) 292499.5   (1) (4) D  
 
Phantom Stock     8/1/2016     M4      25165.946   (1)   8/1/2016   (7) 8/1/2016   (7) Common Stock   25165.946   (1)   (2) (3) 0   (4) D  
 
Phantom Stock                   1/3/2017   (7) 1/3/2017   (7) Common Stock   295907.298   (1)   295907.298   (1) (8) D  
 

Explanation of Responses:
( 1)  Amount reflects the 2-for-1 stock split of the common stock of Church & Dwight Co., Inc. (the "Company") effected September 1, 2016 (the "stock split").
( 2)  The phantom stock shares convert to common stock on a 1-for-1 basis.
( 3)  On August 1, 2016, 25,165.946 of the reporting person's phantom stock shares were settled for cash pursuant to the terms of the Church & Dwight Co., Inc. Deferred Compensation Plan, adjusted to reflect the stock split.
( 4)  Amounts reflect holdings as of the transaction date. The transaction reported in this row was inadvertently omitted from the initial Form 5 filed by the reporting person on February 13, 2017.
( 5)  Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect shares added to reporting person's Savings and Profit Sharing account.
( 6)  Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect shares purchased in the Church & Dwight Co., Inc. Employee Stock Purchase Plan and dividends paid to reporting person under Church & Dwight Co., Inc.'s Dividend Reinvestment Plan.
( 7)  The phantom stock shares were acquired under the Church & Dwight Co., Inc. Deferred Compensation Plan and are settled in cash at such time as prescribed by the Plan.
( 8)  Amount reflects holdings as of December 31, 2016 and has been adjusted to reflect dividends paid to the reporting person under the Church & Dwight Co., Inc. Deferred Compensation Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Craigie James
PRINCETON SOUTH CORPORATE PARK
500 CHARLES EWING BOULEVARD
EWING, NJ 08628
X



Signatures
/s/ La Fleur Browne, attorney-in-fact for James R. Craigie 2/24/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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