SEC Form 4 · accession 0001127602-16-039663
Ingredion Inc · INGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ilene S Gordon
Officer — Chairman, President and CEO · Director
Period of report
Feb 2, 2016
Accepted (ET)
Feb 4, 2016 · 9:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001046257
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 2, 2016 | A | 15,006 | $0.00 | A | 86,951 | D | |
| Common StockF2 | Feb 2, 2016 | A | 53,000 | $0.00 | A | 139,951 | D | |
| Common StockF3,F4 | Feb 2, 2016 | F | 22,343 | $99.96 | D | 117,608 | D | |
| Common StockF5 | holding | — | — | — | 120,019 | I | GRAT | |
| Common StockF6 | holding | — | — | — | 22,775 | I | By Grat | |
| Common Stock | holding | — | — | — | 85,000 | I | By GRAT | |
| Common StockF7 | holding | — | — | — | 47,800 | I | By GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F8 | $99.96 | Feb 2, 2016 | A | 128,137 | A | — | Feb 1, 2026 | Common Stock | 128,137 | 128,137 | D |
Explanation of responses
- F1These 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.
- F2Shares 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.
- F3Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 5, 2013.
- F4Includes 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.
- F5These shares were previously reported as directly owned but were contributed to a grantor retained annuity trust ("GRAT") on November 12, 2015
- F68,600 shares were transferred to the reporting person in payment of the annuity by this GRAT on December 9, 2015
- F740,184 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.
- F8These options become exercisable in three equal annual installments on February 2, 2017, 2018 and 2019.