SEC Form 4 · accession 0001209191-18-051656
INTERNATIONAL FLAVORS & FRAGRANCES INC · IFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Winder Investment Pte Ltd
10% Owner
Period of report
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000051253
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 17, 2018 | P | 2,272,160 | $130.25 | A | 17,872,160 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.00% Tangible Equity UnitsF1,F2 | — | Sep 17, 2018 | P | 2,958,500 | A | — | — | Common Stock | 927,193 | 2,958,500 | D |
Explanation of responses
- F1Each 6.00% Tangible Equity Unit ("TEU") includes a prepaid stock purchase contract that will automatically settle on September 15, 2021 (the "Settlement Date") (subject to postponement in certain limited circumstances) for between 0.3134 and 0,3839 shares of the Issuer's common stock (subject to adjustment in certain circumstances), based upon the applicable market value of the Issuer's common stock prior to settlement. The Reporting Person may elect to settle the purchase contracts prior to the Settlement Date at the minimum settlement rate of 0.3134 shares of the Issuer's common stock. On or after June 18, 2019 and prior to the Settlement Date, the Issuer may elect to settle the purchase contracts at the maximum settlement rate of 0.3839 shares of the Issuer's common stock. The purchase contracts may also be settled early in connection with certain fundamental changes of the Issuer.
- F2Represents the minimum number of shares of the Issuer's common stock initially issuable upon settlement of the purchase contracts included in the TEUs based on the minimum settlement rate.