Andersons, Inc. — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANDERSONS INC (ANDE)
CIK: 0000821026
Period of Report: 2014-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	COMMON STOCK	J	13668	$0.00	Acquired	41004.084	Direct
2014-02-19	COMMON STOCK	J	792.54	$0.00	Acquired	2377.62	Indirect
2014-02-19	PERFORMANCE SHARE UNIT (2014)	J	708	$0.00	Acquired	2124	Direct
2014-02-19	PERFORMANCE SHARE UNIT (2015)	J	1235	$0.00	Acquired	3705	Direct
2014-02-19	PERFORMANCE SHARE UNIT (2016)	J	825	$0.00	Acquired	2475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	SOSAR	$7.35	J	1600	Acquired	2014-03-31	COMMON STOCK (1600)	Direct
2014-02-19	SOSAR	$21.83	J	1113	Acquired	2015-04-01	COMMON STOCK (1113)	Direct

Footnotes

F1: Represents shares received following a 3-for-2 stock split on February 18, 2014

F2: As a result of 3-for-2 stock split on February 18, 2014, PSUs have increased as noted.

F3: 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.

F4: Stock performance unit granted pursuant to The Andersons, Inc. plan. Units vest 100% in 27 months contingent on cumulative EPS from 10/01/2013 to 12/31/2015. Number of underlying shares are determined by the twenty-seven months cumulative fully diluted EPS for the performance period.

F5: As a result of a 3-for-2 stock split on February 18, 2014, the option shares have increased as noted and the exercise price has been adjusted.