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^*

dos Reis Julio

(Last)

(First)

(Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

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 and Pres, S. A. Ingr Sol

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012

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	12/03/2012		M		9,000	A	$33.8	24,047.0816	D
Common Stock	12/03/2012		M		9,000	A	$34.36	33,047.0816	D
Common Stock	12/03/2012		M		9,000	A	$25.58	42,047.0816	D
Common Stock	12/03/2012		M		6,000	A	$28.75	48,047.0816	D
Common Stock	12/03/2012		M		2,833	A	$47.95	50,880.0816	D
Common Stock	12/03/2012		F		24,068⁽¹⁾	D	$64.962	26,812.0816⁽²⁾	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)
Employee Stock Options (Right to Buy)	$33.8	12/03/2012		M			9,000	⁽³⁾	01/22/2017	Common Stock	9,000	$0	0	D
Employee Stock Options (Right to Buy)	$34.36	12/03/2012		M			9,000	⁽⁴⁾	01/28/2018	Common Stock	9,000	$0	0	D
Employee Stock Options (Right to Buy)	$25.58	12/03/2012		M			9,000	⁽⁵⁾	01/26/2019	Common Stock	9,000	$0	0	D
Employee Stock Options (Right to Buy)	$28.75	12/03/2012		M			6,000	⁽⁶⁾	01/25/2020	Common Stock	6,000	$0	3,000	D
Employee Stock Options (Right to Buy)	$47.95	12/03/2012		M			2,833	⁽⁷⁾	02/07/2021	Common Stock	2,833	$0	5,667	D

Explanation of Responses:

1. Shares withheld to pay the exercise price of options exercised and reported here and in Table II and to pay the applicable taxes in connection with such exercises.

2. Includes restricted stock units acquired through deemed dividend reinvestment and shares of common stock acquired through dividend reinvestment.

3. These options vested in three equal annual installments on January 23, 2008, 2009 and 2010.

4. These options vested in three equal annual installments on January 29, 2009, 2010 and 2011.

5. These options vested in three equal annual installments on January 27, 2010, 2011 and 2012.

6. Two thirds of these options vested in two equal annual installments on January 26, 2011 and 2012, and the remaining one third of these options will vest on January 26, 2013.

7. One third of these options vested on February 8, 2012, and the remaining two thirds of these options will vest in two equal annual installments on February 8, 2013 and 2014.

	Christine M. Castellano, Attorney in Fact	12/05/2012
	** 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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