Ingredion Inc — Director's Dealing 2013

Feb 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2013-02-05

Reporting Person: GORDON ILENE S (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-05	Common Stock	A	18900	—	Acquired	180035.1639	Direct
2013-02-05	Common Stock	A	95000	—	Acquired	275035.1639	Direct
2013-02-05	Common Stock	F	42398	$66.07	Disposed	232637.1639	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Employee Stock Options (Right to Buy)	$66.07	A	87000	Acquired	2023-02-04	Common Stock (87000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53280	Indirect

Footnotes

F1: These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan. The RSUs may be settled only in shares of Common Stock (one share per RSU) and will vest on February 5, 2016. In the event of termination of employment due to death, disability or retirement (defined as age 55 and 10 years of service or age 62), the RSUs will vest on a pro-rata basis using the number of full months employed during the thirty-six month vesting period.

F2: Shares acquired upon vesting of performance share award granted January 27, 2010. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.

F3: Shares withheld to pay applicable taxes upon the vesting of performance share award granted January 27, 2010.

F4: Includes restricted stock units acquired through deemed dividend reinvestment.

F5: These options become exercisable in three equal annual installments on February 5, 2014, 2015 and 2016.