SEC Form 4 · accession 0001127602-16-060568
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
Aug 15, 2016
Accepted (ET)
Aug 17, 2016 · 8:44 pm EDT
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 Stock | Aug 15, 2016 | M | 70,492 | $47.95 | A | 188,430 | D | |
| Common StockF1 | Aug 15, 2016 | S | 69,141 | $135.175 | D | 119,289 | D | |
| Common StockF2,F3 | Aug 15, 2016 | S | 1,351 | $136.1106 | D | 117,938 | D | |
| Common StockF4 | Aug 15, 2016 | G | 22,775 | $0.00 | D | 0 | I | By GRAT |
| Common StockF4,F5 | Aug 15, 2016 | G | 22,775 | $0.00 | A | 22,775 | I | By GRAT Remainder Trust |
| Common Stock | holding | — | — | — | 61,000 | I | By GRAT | |
| Common Stock | holding | — | — | — | 47,800 | I | By GRAT | |
| Common Stock | holding | — | — | — | 120,019 | 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)F6 | $47.95 | Aug 15, 2016 | M | 70,492 | D | — | Feb 7, 2021 | Common Stock | 70,492 | 4,408 | D |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.82, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the immediately preceding sentence.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.0722 to $136.22, inclusive. The reporting person undertakes to provide Ingredion Incorporated, any security holder of Ingredion Incorporated or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the immediately preceding sentence.
- F3Includes restricted stock units ("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.
- F4Reflects distribution and transfer pursuant to the terms of the reporting person's 2011 GRAT (the "2011 GRAT") on August 15, 2016 of 22,775 shares formerly held by the 2011 GRAT to the Gordon GRAT Remainder Trust (the "Trust").
- F5The reporting person's spouse is the trustee of the Trust, and her adult children are the beneficiaries of the Trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F6These options vested in three equal annual installments on February 8, 2012, 2013 and 2014.