Andersons, Inc. — Director's Dealing 2013

Feb 8, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ANDERSONS INC (ANDE)
CIK: 0000821026
Period of Report: 2012-12-31

Reporting Person: McKinstray Neill C (President, Ethanol Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	COMMON STOCK	J	5.16	$43.11	Acquired	27482.516	Direct
2012-04-23	COMMON STOCK	J	9.362	$48.84	Acquired	29424.16	Direct
2012-07-23	COMMON STOCK	J	12.477	$36.64	Acquired	29440.566	Direct
2012-10-22	COMMON STOCK	J	12.323	$37.10	Acquired	29455.394	Direct
2012-01-24	COMMON STOCK	J	5.33	$42.91	Acquired	1562.74	Indirect
2012-04-23	COMMON STOCK	J	4.65	$49.40	Acquired	1567.39	Indirect
2012-07-23	COMMON STOCK	J	6.1	$38.49	Acquired	1573.49	Indirect
2012-10-23	COMMON STOCK	J	6.14	$37.69	Acquired	1579.63	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
PERFORMANCE SHARE UNIT (2014)	1416	Direct
PERFORMANCE SHARE UNIT (2015)	2470	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SOSAR	$46.26	2013-04-01	COMMON STOCK (2750)	2750	Direct
SOSAR	$11.02	2014-03-31	COMMON STOCK (3200)	3200	Direct
SOSAR	$32.75	2015-04-01	COMMON STOCK (2225)	2225	Direct

Footnotes

F1: Reinvestment of dividend - No form filed at that time.

F2: Stock performance unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.