Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GORDON ILENE S
  2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [INGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)
5 WESTBROOK CORPORATE CENTER
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015
(Street)

WESTCHESTER, IL 60154
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/03/2015   A   16,600 (1) A $ 0 97,403.5549 D  
Common Stock 02/03/2015   A   42,139 (2) A $ 0 139,542.5549 D  
Common Stock 02/03/2015   F   17,506 (3) D $ 82.28 122,036.5549 (4) D  
Common Stock               31,375 (5) I By GRAT
Common Stock               115,900 I By GRAT
Common Stock               88,684 (6) I By GRAT

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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 Underlying Securities
(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 of Derivative Security: 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) $ 82.28 02/03/2015   A   135,900     (7) 02/02/2025 Common Stock 135,900 $ 0 135,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GORDON ILENE S
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, IL 60154
  X     Chairman, President and CEO  

Signatures

 Christine M. Castellano, Attorney-in-Fact   02/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These are 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) and will vest on February 3, 2018. 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.
(2) Shares acquired upon vesting of performance share award granted February 7, 2012. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.
(3) Shares withheld to pay applicable taxes upon the vesting of the performance share award granted February 7, 2012.
(4) 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.
(5) 9,655 shares were transferred to the reporting person in payment of the annuity by this grantor retained annuity trust ("GRAT") on December 11, 2014.
(6) These shares were previously reported as directly owned but were contributed to a GRAT on August 28, 2014.
(7) These options become exercisable in three equal annual installments on February 3, 2016, 2017 and 2018.

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