Ingredion Inc — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ingredion Inc (INGR)
CIK: 0001046257
Period of Report: 2017-02-07

Reporting Person: Stefansic Robert J. (Sr VP, Oper Excel, Sust & CSCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-07	Common Stock	A	778	—	Acquired	12134.447	Direct
2017-02-07	Common Stock	A	3000	—	Acquired	15134.447	Direct
2017-02-07	Common Stock	F	921	$118.97	Disposed	14213.447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-07	Employee Stock Options (Right to Buy)	$118.97	A	6390	Acquired	2027-02-06	Common Stock (6390)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6396.5971	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 7, 2020. 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 7, 2018, the RSUs will vest on February 7, 2020.

F2: Shares acquired upon vesting of performance share award granted February 4, 2014. 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 4, 2014.

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: Includes 2,000 shares held in joint tenancy with the reporting person's spouse, Beth Ann Stefansic.

F6: Each phantom stock unit represents the right to receive one share of common stock.

F7: Includes phantom stock units acquired through deemed dividend reinvestment

F8: These options become exercisable in three equal annual installments on February 7, 2018, 2019 and 2020.