Ingredion Inc — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2012-11-30

Reporting Person: BEEBE CHERYL K (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock	M	21266	$28.75	Acquired	101545.3551	Direct
2012-11-30	Common Stock	S	21266	$64.447	Disposed	80279.3551	Direct
2012-11-30	Common Stock	M	12134	$25.58	Acquired	92413.3551	Direct
2012-11-30	Common Stock	S	12134	$64.604	Disposed	80279.3551	Direct
2012-11-30	Common Stock	M	3619	$33.80	Acquired	83898.3551	Direct
2012-11-30	Common Stock	S	3619	$65.005	Disposed	80279.3551	Direct
2012-12-03	Common Stock	M	26881	$33.80	Acquired	107160.3551	Direct
2012-12-03	Common Stock	S	26881	$65.034	Disposed	80279.3551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Employee Stock Options (Right to Buy)	$28.75	M	21266	Disposed	2020-01-25	Common Stock (21266)	Direct
2012-11-30	Employee Stock Options (Right to Buy)	$25.58	M	12134	Disposed	2019-01-26	Common Stock (12134)	Direct
2012-11-30	Employee Stock Options (Right to Buy)	$33.80	M	3619	Disposed	2017-01-22	Common Stock (3619)	Direct
2012-12-03	Employee Stock Options (Right to Buy)	$33.80	M	26881	Disposed	2017-01-22	Common Stock (26881)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4012.194	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2012.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.30 to $64.50, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the immediately preceding sentence.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.50 to $65.00, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the immediately preceding sentence.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.02, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the immediately preceding sentence.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.15, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the immediately preceding sentence.

F6: Includes restricted stock units acquired through deemed dividend reinvestment.

F7: Two thirds of these options vested in two equal annual installments on January 26, 2011 and 2012, and the remaining one third of these options will vest on January 26, 2013.

F8: These options vested in three equal annual installments on January 27, 2010, 2011 and 2012.

F9: These options vested in three equal annual installments on January 23, 2008, 2009 and 2010.