Ingredion Inc — Director's Dealing 2016

Feb 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2016-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-02	Common Stock	A	15006	—	Acquired	86950.9069	Direct
2016-02-02	Common Stock	A	53000	—	Acquired	139950.9069	Direct
2016-02-02	Common Stock	F	22343	$99.96	Disposed	117607.9069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-02	Employee Stock Options (Right to Buy)	$99.96	A	128137	Acquired	2026-02-01	Common Stock (128137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120019	Indirect
Common Stock	22775	Indirect
Common Stock	85000	Indirect
Common Stock	47800	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 2, 2019. In the event of termination of employment due to (a) death, (b) disability or (c) retirement on or after (i) age 65, (ii) age 62 with 5 years of service or (iii) age 55 with 10 years of service, the RSUs will vest on a pro-rata basis using the number of full months employed during the thirty-six month vesting period. Notwithstanding the foregoing, in the event of such retirement on or after February 2, 2017, the RSUs will vest on February 2, 2019.

F2: Shares acquired upon vesting of performance share award granted February 5, 2013. 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 February 5, 2013.

F4: Includes 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.

F5: These shares were previously reported as directly owned but were contributed to a grantor retained annuity trust ("GRAT") on November 12, 2015

F6: 8,600 shares were transferred to the reporting person in payment of the annuity by this GRAT on December 9, 2015

F7: 40,184 shares and on 700 shares were transferred to the reporting person on September 1 and September 2, 2015, respectively in payment of the annuity by this GRAT.

F8: These options become exercisable in three equal annual installments on February 2, 2017, 2018 and 2019.