SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MUSE JOHN O

(Last)

(First)

(Middle)

DARLING INGREDIENTS INC.

251 O'CONNOR RIDGE BLVD, SUITE 300

(Street)

IRVING

75038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DARLING INGREDIENTS INC. [ DAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP- Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2019		M		6,189	A	$16.98	107,461	D
Common Stock	03/14/2019		M		13,019	A	$16.53	120,480	D
Common Stock	03/14/2019		M		16,180	A	$19.94	136,660	D
Common Stock	03/14/2019		M		68,578	A	$8.51	205,238	D
Common Stock	03/14/2019		M		21,049	A	$11.97	226,287	D
Common Stock	03/14/2019		F		92,596	D	$21.2	133,691	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$16.98	03/14/2019		M			6,189	⁽¹⁾	03/06/2022	Common Stock	6,189	$0	0	D
Options (right to buy)	$16.53	03/14/2019		M			13,019	⁽²⁾	03/05/2023	Common Stock	13,019	$0	0	D
Options (right to buy)	$19.94	03/14/2019		M			16,180	⁽³⁾	03/04/2024	Common Stock	16,180	$0	0	D
Options (right to buy)	$8.51	03/14/2019		M			68,578	⁽⁴⁾	02/25/2026	Common Stock	68,578	$0	0	D
Options (right to buy)	$11.97	03/14/2019		M			21,049	⁽⁵⁾	03/07/2026	Common Stock	21,049	$0	0	D

Explanation of Responses:

1. Options granted pursuant to the 2004 Omnibus Incentive Plan to purchase 6,188 shares became exercisable on each of 3/6/2012 and 3/6/2013 and 6,189 shares became exercisable on each of 3/6/2014 and 12/31/2014.

2. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 6,509 shares became exercisable on each of 3/5/2013 and 3/5/2014 and 13,019 shares became exercisable on 12/31/2014.

3. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 5,393 shares became exercisable on 3/4/2014 and 16,180 shares became exercisable on 12/31/2014.

4. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 22,859 shares became exercisable on each of 2/25/2017 and 2/25/2018 and 22,860 shares became exercisable on 2/25/2019.

5. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 5,262 shares became exercisable on each of 3/7/2016, 3/7/2017 and 3/7/2018 and 5,263 shares became exercisable on 3/7/2019.

	John O. Muse	03/18/2019
	** Signature of Reporting Person	Date
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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