SENSIENT TECHNOLOGIES CORP — Director's Dealing 2013

Dec 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SENSIENT TECHNOLOGIES CORP (SXT)
CIK: 0000310142
Period of Report: 2013-12-05

Reporting Person: MANNING KENNETH P (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-01	Common Stock	G	120	—	Disposed	253880	Direct
2013-12-05	Common Stock	A	33500	—	Acquired	287380	Direct
2013-12-06	Common Stock	S	16750	$48.9671	Disposed	270630	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-05	Performance Stock Unit	$	A	33500	Acquired		Common Stock (33500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Footnotes

F1: Aggregate of multiple gifts made on same day.

F2: Represents grant of restricted stock under Issuer's 2007 Stock Plan.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F4: This amount represents the weighted average sale price for the transactions reported on this line. The actual sale prices ranged from $48.80 to $49.275. The reporting person hereby agrees to provide, upon request by the SEC staff, by the Issuer, or by any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.

F6: Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a two year performance period (from January 1, 2014 through December 31, 2015) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined following the two year performance period and will vest on the third anniversary of the original grant date. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 50% to 150% of the target award amount.