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Ingredion Inc Director's Dealing 2015

May 6, 2015

30754_dirs_2015-05-06_2eabf911-e626-4e5a-b0bd-f61ab558c02d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2015-05-04

Reporting Person: Saucier John F. (Sr VP, Corp Strat & Glob Bus)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-04 Common Stock S 23446 $80.4712 Disposed 22252.8465 Direct
2015-05-04 Common Stock M 9000 $47.95 Acquired 31252.8465 Direct
2015-05-04 Common Stock M 8200 $55.95 Acquired 39452.8465 Direct
2015-05-04 Common Stock M 5066 $66.07 Acquired 44518.8465 Direct
2015-05-04 Common Stock M 4533 $59.58 Acquired 49051.8465 Direct
2015-05-04 Common Stock S 26799 $80.6069 Disposed 22252.8465 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-04 Employee Stock Options (Right to Buy) $47.95 M 9000 Disposed 2021-02-07 Common Stock (9000) Direct
2015-05-04 Employee Stock Options (Right to Buy) $55.95 M 8200 Disposed 2022-02-06 Common Stock (8200) Direct
2015-05-04 Employee Stock Options (Right to Buy) $66.07 M 5066 Disposed 2023-02-04 Common Stock (5066) Direct
2015-05-04 Employee Stock Options (Right to Buy) $59.58 M 4533 Disposed 2024-02-03 Common Stock (4533) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5.233 Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.09 to $80.85, 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 range set forth in the immediately preceding sentence.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.32 to $80.90, 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 range set forth in the immediately preceding sentence.

F3: Includes restricted stock units ("RSUs") acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

F4: These options vested in three equal annual installments on February 8, 2012, 2013 and 2014.

F5: These options vested in three equal annual installments on February 7, 2013, 2014 and 2015.

F6: Two thirds of these options vested in two equal annual installments on February 5, 2014 and 2015, and the remaining one third of these options will vest on February 5, 2016.

F7: One third of these options vested on February 4, 2015, and the remaining two thirds of these options will vest in equal annual installments on February 4, 2016 and 2017.