Sec Form 4 Filing - HYNES MARY ANN @ Ingredion Inc - 2012-11-05

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
HYNES MARY ANN
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, Counsel to Chrm. & CCO
(Last) (First) (Middle)
5 WESTBROOK CORPORATE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2012
(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 11/05/2012 M 16,700 A $ 33.8 39,033.3489 D
Common Stock 11/05/2012 S 16,700 D $ 61.7204 ( 1 ) 22,333.3489 D
Common Stock 11/05/2012 M 16,600 A $ 34.36 38,933.3489 D
Common Stock 11/05/2012 S 16,600 D $ 61.7046 ( 2 ) 22,333.3489 ( 3 ) D
Common Stock 8,209.529 I By 401 (k) Plan
Common Stock 2,000 I Fidelity Rollover IRA
Common Stock 14,998.4918 ( 4 ) ( 5 ) I Phantom Stock
Table II - Derivative Securities Acquired, Disposed of, or Benefi cially 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) $ 33.8 11/05/2012 M 16,700 ( 6 ) 01/22/2017 Common Stock 16,700 $ 0 0 D
Employee Stock Options (Right to Buy) $ 34.36 11/05/2012 M 16,600 ( 7 ) 01/28/2018 Common Stock 16,600 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HYNES MARY ANN
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, IL60154
Sr. VP, Counsel to Chrm. & CCO
Signatures
Mary Ann Hynes 11/07/2012
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 $61.59 to $61.84, 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 ranges 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 $61.53 to $61.91, 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 ranges set forth in the immediately preceding sentence.
( 3 )Includes restricted stock units acquired through deemed dividend reinvestment.
( 4 )Each phantom stock unit represents the right to receive one share of common stock.
( 5 )Includes phantom stock units acquired through deemed dividend reinvestment.
( 6 )These options vested in three equal annual installments on January 23, 2008, 2009 and 2010.
( 7 )These options vested in three equal annual installments on January 29, 2009, 2010 and 2011.

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).

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