Sec Form 4 Filing - Gray James D @ Ingredion Inc - 2024-02-12

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
Gray James D
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)
Executive VP and CFO
(Last) (First) (Middle)
5 WESTBROOK CORPORATE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2024
(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 02/12/2024 A 12,632 ( 1 ) A $ 0 44,553.9624 D
Common Stock 02/12/2024 F 5,087 ( 2 ) D $ 109.07 39,466.9624 D
Common Stock 02/12/2024 A 4,822 ( 3 ) A $ 0 44,288.9624 D
Common Stock 02/12/2024 F 1,413 ( 4 ) D $ 109.07 42,875.9624 D
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 (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 Benefi cially 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
Phantom Stock ( 5 ) 02/12/2024 A 3,158 ( 5 ) ( 5 ) Common Stock 3,158 ( 6 ) $ 0 6,729.4362 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray James D
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, IL60154
Executive VP and CFO
Signatures
Michael N. Levy, attorney-in-fact 02/14/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired upon vesting of performance share award granted February 9, 2021. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock. 80% of the shares acquired upon vesting were accepted immediately and 20% were deferred into the Ingredion Incorporated Supplemental Executive Retirement Plan ("SERP").
( 2 )Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 9, 2021.
( 3 )Shares acquired upon vesting of performance share award granted March 16, 2021. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.
( 4 )Shares withheld to pay applicable taxes upon the vesting of performance share award granted March 16, 2021.
( 5 )Each phantom stock unit represents the right to receive one share of common stock.
( 6 )Shares acquired upon vesting of performance share award granted February 9, 2021. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock. 80% of the shares acquired upon vesting were accepted immediately and 20% were deferred into the Ingredion Incorporated Supplemental Executive Retirement Plan ("SERP").
( 7 )Includes shares of phantom stock acquired through dividend reinvestment.

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).
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