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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gray James D
(Last) (First) (Middle)
5 WESTBROOK CORPORATE CENTER
(Street)
WESTCHESTER IL 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)
Executive VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2024
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)
Code V Amount (A) or (D) Price
Common Stock 11/29/2024 M 4,807 A $99.96 17,602.1224 D
Common Stock 11/29/2024 S 4,807 D $146.693(1) 12,795.1224 D
Common Stock 11/29/2024 M 12,090 A $118.97 24,885.1224 D
Common Stock 11/29/2024 S 12,090 D $146.766(2) 12,795.1224 D
Common Stock 11/29/2024 M 18,352 A $130.3 31,147.1224 D
Common Stock 11/29/2024 S 18,352 D $146.782(3) 12,795.1224 D
Common Stock 11/29/2024 M 19,620 A $91.85 32,415.1224 D
Common Stock 11/29/2024 S 19,620 D $146.758(4) 12,795.1224(5) D
Common Stock 30,088 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $99.96 11/29/2024 M 4,807 (6) 02/01/2026 Common Stock 4,807 $0 0 D
Employee Stock Options (Right to Buy) $118.97 11/29/2024 M 12,090 (7) 02/06/2027 Common Stock 12,090 $0 0 D
Employee Stock Options (Right to Buy) $130.3 11/29/2024 M 18,352 (8) 02/05/2028 Common Stock 18,352 $0 0 D
Employee Stock Options (Right to Buy) $91.85 11/29/2024 M 19,620 (9) 02/07/2029 Common Stock 19,620 $0 0 D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.795 to $147.76, inclusive. The reporting person undertakes to provide full information as requested regarding the number of shares sold at each separate price.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.82 to $147.75, inclusive. The reporting person undertakes to provide full information as requested regarding the number of shares sold at each separate price.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.795 to $147.76, inclusive. The reporting person undertakes to provide full information as requested regarding the number of shares sold at each separate price.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.795 to $147.76, inclusive. The reporting person undertakes to provide full information as requested regarding the number of shares sold at each separate price.
5. Includes restricted stock units ("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.
6. These options vested in three equal annual installments on February 2, 2017, 2018 and 2019.
7. These options vested in three equal annual installments on February 7, 2018, 2019 and 2020.
8. These options vested in three equal annual installments on February 6, 2019, 2020 and 2021.
9. These options vested in three equal annual installments on February 8, 2020, 2021 and 2022.
Michael N. Levy, attorney-in-fact 12/02/2024
** 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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