Ingredion Form 4/A / James D Gray ownership change

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^*

Gray James D

(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)
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)
12/02/2024

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	11/29/2024		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⁽¹⁾	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⁽¹⁾	12,795.1224⁽³⁾	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)
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)	$99.96	11/29/2024		M			4,807	⁽⁴⁾	02/01/2026	Common Stock	4,807	$0	0	D
Employee Stock Options (Right to Buy)	$118.97	11/29/2024		M			12,090	⁽⁵⁾	02/06/2027	Common Stock	12,090	$0	0	D
Employee Stock Options (Right to Buy)	$130.3	11/29/2024		M			18,352	⁽⁶⁾	02/05/2028	Common Stock	18,352	$0	0	D
Employee Stock Options (Right to Buy)	$91.85	11/29/2024		M			19,620	⁽⁷⁾	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. 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.

4. These options vested in three equal annual installments on February 2, 2017, 2018 and 2019.

5. These options vested in three equal annual installments on February 7, 2018, 2019 and 2020.

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

7. These options vested in three equal annual installments on February 8, 2020, 2021 and 2022.

Remarks:

Amended to check the box to indicate that this transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This was inadvertently omitted in the original.

	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).
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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Ingredion (INGR) Form 4/AIngredion / James D Gray ownership change