Sec Form 4 Filing - PRINS RICHARD K @ India Globalization Capital, Inc. - 2021-12-20

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 PRINS RICHARD K 2. Issuer Name and Ticker or Trading Symbol India Globalization Capital, Inc. [ IGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10224 FALLS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2021 (Street) POTOMAC, MD20854 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 12/20/2021 A 300,000( 1 ) A $ 0 570,000( 2 ) D Common Stock 12/23/2021 G V 40,000 D $ 0 530,000 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 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 Restricted Stock Units $ 0 12/20/2021 A 300,000( 1 ) 03/31/2022 04/01/2024 Common Stock 300,000 $ 0 300,000( 2 ) D Restricted Stock Units $ 0 12/20/2021 A 500,000( 3 ) ( 4 ) ( 4 ) Common Stock 500,000 $ 0 800,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRINS RICHARD K 10224 FALLS ROAD POTOMAC, MD20854 X Signatures /s/ Richard Prins 12/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares of common stock subject to vesting over three years starting on March 31, 2022, previously reported on Form 4 Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned. ( 2 )Corrects ownership amount of all previous Section 16 filings of the Reporting Person since April 19, 2013, which overstated the Reporting Person's ownership by 50,000 shares. ( 3 )Restricted shares of common stock subject to vesting according to specific milestones set by the Company's Board of Directors. ( 4 )Restricted shares of common stock do not have an exercisable or expiration date. The RSUs vest when milestones are achieved.

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.