Sec Form 4 Filing - PRINS RICHARD K @ India Globalization Capital, Inc. - 2022-03-21

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 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) 03/21/2022 (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 03/21/2022 M 100,000( 1 ) A $ 0 630,000 D Common Stock 05/31/2022 M 93,750( 2 ) A $ 0 723,750 D Common Stock 06/01/2022 M 31,250( 2 ) A $ 0 755,000 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 03/21/2022 M 100,000( 1 ) ( 1 ) ( 1 ) Common Stock 100,000 $ 0 700,000 D Restricted Stock Units $ 0 05/31/2022 M 93,750( 2 ) ( 2 ) 03/31/2032 Common Stock 93,750 $ 0 606,250 D Restricted Stock Units $ 0 06/01/2022 M 31,250( 2 ) ( 2 ) 03/31/2032 Common Stock 31,250 $ 0 575,000 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 06/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 19, 2021, the Reporting Person was granted RSUs subject to vesting equally over three years starting on March 31, 2022. ( 2 )On December 20, 2021, the Reporting Person was granted RSUs subject to vesting according to specific milestones set by the Company's Board of Directors. The RSUs vest when milestones are achieved. On May 31 and June 1, 2022, two of the milestones related to our IGC-AD1 clinical trials were reached.

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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