Ingredion Inc — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2016-12-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock	G	22035	—	Disposed	0	Indirect
2016-12-07	Common Stock	G	22035	—	Acquired	44810	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102980.4152	Direct
Common Stock	61000	Indirect
Common Stock	72369	Indirect
Common Stock	88582	Indirect

Footnotes

F1: Reflects distribution and transfer pursuant to the terms of the reporting person's 2014 GRAT (the "2014 GRAT") on December 7, 2016 of 22,035 shares formerly held by the 2014 GRAT to the Gordon GRAT Remainder Trust (the "Trust").

F2: 25,765 shares were transferred to the reporting person in payment of the annuity by the 2014 GRAT on August 26, 2016.

F3: 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.

F4: Excludes 88,582 shares previously owned directly by the reporting person which were contributed to a grantor retained annuity trust on September 7, 2016 (the "2016 GRAT").

F5: 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.

F6: 47,650 shares were transferred to the reporting person in payment of the annuity by the 2015 GRAT on December 7, 2016.