Sec Form 4 Filing - Saucier John F. @ Ingredion Inc - 2015-05-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 (MM/DD/YY)
05/04/2015
(Street)
WESTCHESTER, IL60154
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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
Table II - Derivative Securities Acquired, Disposed of, or Ben eficially 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $ 47.95 05/04/2015 M 9,000 ( 4 ) 02/07/2021 Common Stock 9,000 $ 0 0 D
Employee Stock Options (Right to Buy) $ 55.95 05/04/2015 M 8,200 ( 5 ) 02/06/2022 Common Stock 8,200 $ 0 0 D
Employee Stock Options (Right to Buy) $ 66.07 05/04/2015 M 5,066 ( 6 ) 02/04/2023 Common Stock 5,066 $ 0 2,534 D
Employee Stock Options (Right to Buy) $ 59.58 05/04/2015 M 4,533 ( 7 ) 02/03/2024 Common Stock 4,533 $ 0 9,067 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Saucier John F.
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, IL60154
Sr VP, Corp Strat & Glob Bus
Signatures
Christine M. Castellano, Attorney-in-Fact 05/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.