DARLING INGREDIENTS INC. — Director's Dealing 2014

Aug 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARLING INGREDIENTS INC. (DAR)
CIK: 0000916540
Period of Report: 2014-08-26

Reporting Person: Griffin Martin W. (EVP - Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-26	Common Stock	S	12500	$19.4939	Disposed	312149	Direct
2014-08-27	Common Stock	S	2463	$19.4911	Disposed	309686	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64610	Indirect
Common Stock	64610	Indirect
Common Stock	64610	Indirect
Common Stock	64610	Indirect
Common Stock	64610	Indirect
Common Stock	34587	Indirect
Common Stock	34260	Indirect
Common Stock	294290	Indirect

Footnotes

F1: The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.48 to $19.52. The reporting person undertakes to provide to Darling Ingredients Inc. ("Darling Ingredients"), any security holder of Darling Ingredients, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F2: The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.48 to $19.50. The reporting person undertakes to provide to Darling Ingredients Inc. ("Darling Ingredients"), any security holder of Darling Ingredients, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3: The reporting person is a trustee.