Edgar Filing: Ingredion Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Saucier John F.

2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [INGR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr VP, Corp Strat & Glob Bus

(Last)

(First)

(Middle)

5 WESTBROOK CORPORATE CENTER

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015

(Street)

WESTCHESTER, IL 60154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2015		S		23,446	D	$ 80.4712 ⁽¹⁾	22,252.8465	D
Common Stock	05/04/2015		M		9,000	A	$ 47.95	31,252.8465	D
Common Stock	05/04/2015		M		8,200	A	$ 55.95	39,452.8465	D
Common Stock	05/04/2015		M		5,066	A	$ 66.07	44,518.8465	D
Common Stock	05/04/2015		M		4,533	A	$ 59.58	49,051.8465	D
Common Stock	05/04/2015		S		26,799	D	$ 80.6069 ⁽²⁾	22,252.8465 ⁽³⁾	D
Common Stock								5.233	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options (Right to Buy)

$ 47.95

05/04/2015

9,000

⁽⁴⁾

02/07/2021

Common Stock

9,000

$ 0

Employee Stock Options (Right to Buy)

$ 55.95

05/04/2015

8,200

⁽⁵⁾

02/06/2022

Common Stock

8,200

$ 0

Employee Stock Options (Right to Buy)

$ 66.07

05/04/2015

5,066

⁽⁶⁾

02/04/2023

Common Stock

5,066

$ 0

2,534

Employee Stock Options (Right to Buy)

$ 59.58

05/04/2015

4,533

⁽⁷⁾

02/03/2024

Common Stock

4,533

$ 0

9,067

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Saucier John F. 5 WESTBROOK CORPORATE CENTER WESTCHESTER, IL 60154			Sr VP, Corp Strat & Glob Bus

Signatures

Christine M. Castellano, Attorney-in-Fact		05/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.09 to $80.85, 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.
(2)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.32 to $80.90, 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.
(3)	Includes 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.
(4)	These options vested in three equal annual installments on February 8, 2012, 2013 and 2014.
(5)	These options vested in three equal annual installments on February 7, 2013, 2014 and 2015.
(6)	Two thirds of these options vested in two equal annual installments on February 5, 2014 and 2015, and the remaining one third of these options will vest on February 5, 2016.
(7)	One third of these options vested on February 4, 2015, and the remaining two thirds of these options will vest in equal annual installments on February 4, 2016 and 2017.

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