SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fernandes Larry

(Last)

(First)

(Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2018

3. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP and Chief Commercial Off

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,938.4574⁽¹⁾⁽²⁾	D
Common Stock	4,587.9	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	⁽³⁾	02/07/2021	Common Stock	2,200	$47.95	D
Employee Stock Options (Right to Buy)	⁽⁴⁾	02/06/2022	Common Stock	3,000	$55.95	D
Employee Stock Options (Right to Buy)	⁽⁵⁾	02/04/2023	Common Stock	3,044	$66.07	D
Employee Stock Options (Right to Buy)	⁽⁶⁾	02/03/2024	Common Stock	6,746	$59.58	D
Employee Stock Options (Right to Buy)	⁽⁷⁾	02/02/2025	Common Stock	4,738	$82.28	D
Employee Stock Options (Right to Buy)	⁽⁸⁾	02/01/2026	Common Stock	4,700	$99.96	D
Employee Stock Options (Right to Buy)	⁽⁹⁾	02/06/2027	Common Stock	3,799	$118.97	D
Employee Stock Options (Right to Buy)	⁽¹⁰⁾	02/05/2028	Common Stock	5,005	$130.3	D

Explanation of Responses:

1. Includes 4,762.3814 restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan. The RSUs may be settled only in shares of common stock (one share per RSU). 3,148.2323 RSUs will vest on January 1, 2019; 568.1407 RSUs will vest on February 2, 2019; 470.0084 RSUs will vest on February 7, 2020 and 576 RSUs will vest on February 6, 2021. In the event of termination of employment due to (a) death, (b) disability or (c) retirement on or after (i) age 65, (ii) age 62 with 5 years of service or (iii) age 55 with 10 years of service, the RSUs will vest on a pro-rata basis using the number of full months employed during the thirty-six month vesting period. Notwithstanding the foregoing, in the event of such retirement on or after February 6, 2019, the RSUs granted on February 6, 2018 will vest on February 6, 2021.

2. Includes RSUs acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

3. The grant of options which included these options vested in three equal annual installments on February 8, 2012, 2013 and 2014.

4. These options vested in three equal annual installments on February 7, 2013, 2014 and 2015.

5. These options vested in three equal annual installments on February 5, 2014, 2015 and 2016.

6. These options vested in three equal annual installments on February 4, 2015, 2016 and 2017.

7. These options vested in three equal annual installments on February 3, 2016, 2017 and 2018.

8. Two thirds of these options vested in equal annual installments on February 2, 2017 and 2018, and the remaining one third of these options will vest on February 2, 2019.

9. One third of these options vested on February 7, 2018, and the remaining two thirds of these options will vest in equal annual installments on February 7, 2019 and 2020.

10. These options will vest in three equal annual installments on February 6, 2019, 2020 and 2021.

Remarks:

Exhibit List Exhibit 24-Power of Attorney

	Christine M. Castellano, Attorney-in-Fact	03/12/2018
	** 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 5 (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.
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