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^*

O'Leary Richard

(Last)

(First)

(Middle)

521 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [ IFF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Integration Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020

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	11/02/2020		M		7,472⁽¹⁾	A	$0.0000⁽²⁾	29,988	D
Common Stock	11/02/2020		F		3,660⁽³⁾	D	$105.07	26,328	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)
Stock Equivalent Unit	⁽⁴⁾	10/30/2020		A		25.475⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	25.475	$102.66	5,655.893⁽⁷⁾	D
Restricted Stock Units	⁽²⁾	11/02/2020		M			7,472⁽¹⁾	11/01/2020	11/01/2020	Common Stock	7,472	⁽²⁾	0.0000	D
Purchased Restricted Stock Units	⁽⁸⁾							04/01/2022	04/01/2022	Common Stock	5,311		5,311	D
Purchased Restricted Stock Units	⁽⁸⁾							04/02/2021	04/02/2021	Common Stock	4,282		4,282	D
Purchased Restricted Stock Units	⁽⁸⁾							04/06/2023	04/06/2023	Common Stock	3,655		3,655	D

Explanation of Responses:

1. Reflects vesting of Restricted Stock Units granted on November 1, 2016. Vesting occurred on the first business day following November 1, 2020.

2. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis.

3. Reflects shares withheld for taxes upon the vesting of Restricted Stock Units. Shares were withheld on the first business day following the scheduled vesting date of November 1, 2020.

4. The Stock Equivalent Units ("Units") convert to Common Stock on a one-for-one basis.

5. Reflects units under the Company's deferred compensation plan resulting from deferral of compensation, a company match and a 25% premium contributed by the Company on such Units. In accordance with the plan, the units contributed by the Company are subject to vesting based on continued employment.

6. The Units are payable in Common Stock upon earlier of termination of employment or January 1 following retirement.

7. Includes Units acquired during the period upon reinvestment of dividends under the Company's deferred compensation plan during 2020. The transactions were exempt pursuant to Rule 16a-11.

8. The Purchased Restricted Stock Units ("PRSUs") convert to Common Stock on a one-for-one basis.

	/s/ Nanci Prado, attorney in fact	11/03/2020
	** 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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