Ingredion Inc — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2016-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	M	70492	$47.95	Acquired	188430.1029	Direct
2016-08-15	Common Stock	S	69141	$135.175	Disposed	119289.1029	Direct
2016-08-15	Common Stock	S	1351	$136.1106	Disposed	117938.1029	Direct
2016-08-15	Common Stock	G	22775	—	Disposed	0	Indirect
2016-08-15	Common Stock	G	22775	—	Acquired	22775	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Employee Stock Options (Right to Buy)	$47.95	M	70492	Disposed	2021-02-07	Common Stock (70492)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61000	Indirect
Common Stock	47800	Indirect
Common Stock	120019	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 $135.00 to $135.82, 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 $136.0722 to $136.22, 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: Reflects distribution and transfer pursuant to the terms of the reporting person's 2011 GRAT (the "2011 GRAT") on August 15, 2016 of 22,775 shares formerly held by the 2011 GRAT to the Gordon GRAT Remainder Trust (the "Trust").

F5: The reporting person's spouse is the trustee of the Trust, and her adult children are the beneficiaries of the Trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: These options vested in three equal annual installments on February 8, 2012, 2013 and 2014.