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Ingredion Inc Director's Dealing 2016

Feb 4, 2016

30754_dirs_2016-02-04_856e5c42-c786-48f8-b085-be16ed97e186.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: 2016-02-02

Reporting Person: FORTNUM JACK C (Exec. VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-02 Common Stock A 3301 Acquired 141103.4728 Direct
2016-02-02 Common Stock A 9800 Acquired 150903.4728 Direct
2016-02-02 Common Stock F 3019 $99.96 Disposed 147884.4728 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 28190 Acquired 2026-02-01 Common Stock (28190) Direct

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