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^*

Herriott Simon

(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)
	President Health & Biosciences

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021

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)

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)
Restricted Stock Units	⁽¹⁾	02/01/2021		A		5,547		⁽²⁾	⁽²⁾	Common Stock	5,547	⁽¹⁾	5,547	D
Restricted Stock Units	⁽¹⁾	02/01/2021		A		2,100		⁽³⁾	⁽³⁾	Common Stock	2,100	⁽¹⁾	7,647	D
Restricted Stock Units	⁽¹⁾	02/01/2021		A		105		02/15/2021	02/15/2021	Common Stock	105	⁽¹⁾	105	D
Restricted Stock Units	⁽¹⁾	02/01/2021		A		3,241		12/31/2021	12/31/2021	Common Stock	3,241	⁽¹⁾	3,241	D
Stock Options (right to buy)	$149.65	02/01/2021		A		4,068		⁽⁴⁾	02/14/2028	Common Stock	4,068	⁽⁵⁾	4,068	D
Stock Options (right to buy)	$77.16	02/01/2021		A		8,469		⁽⁶⁾	02/18/2030	Common Stock	8,469	⁽⁵⁾	8,469	D
Stock Options (right to buy)	$123.76	02/01/2021		A		9,606		02/01/2021	02/01/2027	Common Stock	9,606	⁽⁵⁾	9,606	D
Stock Options (right to buy)	$115.48	02/01/2021		A		1,513		02/01/2021	02/03/2022	Common Stock	1,513	⁽⁵⁾	1,513	D
Stock Options (right to buy)	$95.28	02/01/2021		A		11,702		12/31/2021	08/05/2029	Common Stock	11,702	⁽⁵⁾	11,702	D

Explanation of Responses:

1. In connection with the combination of IFF and the Nutrition & Biosciences business ("N&B") of DuPont de Nemours, Inc. ("DuPont") (the "Transactions"), DuPont restricted stock units were replaced with Restricted Stock Units ("RSUs") that convert into Common Stock on a one-for-one basis upon vesting.

2. RSUs vest in three equal tranches with respect to 1,849 shares of Common Stock on each of February 19, 2021, 2022 and 2023, subject to continued employment with IFF.

3. RSU vests with respect to 1,050 shares of Common Stock on each of February 14, 2021 and 2022, subject to continued employment with IFF.

4. Option is exercisable as of the date of replacement with respect to 2,712 shares of Common Stock. The Option will become exercisable in respect of the remaining 1,356 shares of Common Stock on February 15, 2021, subject to continued employment with IFF.

5. In connection with the Transactions, DuPont options were replaced with Options to purchase Common Stock.

6. Options will vest and become exercisable in three equal tranches with respect to 2,823 shares of Common Stock on each of February 19, 2021, 2022 and 2023, subject to contiued employment with IFF.

	/s/ Nanci Prado, attorney in fact	02/03/2021
	** 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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