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*
Bowe Patrick E.

(Last) (First) (Middle)
1947 BRIARFIELD BLVD.

(Street)
MAUMEE OH 43537

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Andersons, Inc. [ ANDE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023
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 08/07/2023 S 2,498 D $53.45 142,169.1024 D
PERFORMANCE SHARE UNIT (EPS) (2025) 41,108(1) D
RESTRICTED SHARE UNIT (2025) 18,269(2) D
PERFORMANCE SHARE UNIT (TSR) (2025) 41,108(3) D
RESTRICTED SHARE UNIT (2026) 26,240(2) D
PERFORMANCE SHARE UNIT (TSR) (2024) 59,542(3) D
PERFORMANCE SHARE UNIT (TSR) (2026) 39,360(3) D
PERFORMANCE SHARE UNIT (EPS) (2026) 39,360(1) D
PERFORMANCE SHARE UNIT (EPS) (2024) 59,542(1) 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
Explanation of Responses:
1. Stock performance unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
2. Restricted share units vest one year after grant date.
3. Stock performance unit (TSR) granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on the Company's annualized total shareholder return. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period.
Remarks:
Patrick E. Bowe, by Melissa Trippel, Limited Power of Attorney 08/09/2023
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


LIMITED POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that I, Patrick E. Bowe the undersigned, of 28589 East River Rd., City of Perrysburg, County of Wood, State of Ohio, hereby make, constitute and appoint each of Melissa Trippel, Michael Hoelter, and Steven McGrew, each of The Andersons, Inc., 1947 Briarfield Boulevard, Maumee, Ohio 43537, my true and lawful limited attorney-in-fact for me and in my name, place and stead, giving severally unto said Melissa Trippel, Michael Hoelter, and Steven McGrew full power individually to (i) execute and to file with the Securities and Exchange Commission (“SEC”) as my limited attorney-in-fact, any and all SEC Forms 3, 4, 5 or 144 required to be filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, and (ii) execute and deliver any and all exercise orders, certificates, commitments and other agreements necessary or appropriate in connection with any exercise of my stock options for shares in The Andersons, Inc., do any and all other acts to effectuate the foregoing, and execute and submit all SEC filings necessary or appropriate in connection therewith, in connection with my beneficial ownership of equity securities of The Andersons, Inc., or options for such equity securities.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

    This Power of Attorney shall at all times be binding with respect to all actions taken by the attorney-in-fact in accordance with the terms of the Power of Attorney. The Power of Attorney shall begin on the date of execution noted below and shall lapse and cease to have any effect on the date of the undersigned’s termination of employment or separation from service as member of the Board, or upon any earlier written revocation of the Power of Attorney by the undersigned.
    IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of the date set forth below.

By:                         Date signed:                 
Patrick E. Bowe                May 25, 2023

State of Ohio
            
County of Lucas

    On this 25th day of May, 2023, before me, a notary public in and for said state, personally appeared Patrick E. Bowe, to me personally known, who being duly sworn,



acknowledged that he/she had executed the foregoing instrument for purposes therein mentioned and set forth.


                        Melissa Crouch
                        Notary Public

My Commission Expires: 9/15/24






LIMITED POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that I, Patrick E. Bowe the undersigned, of 28589 East River Rd., City of Perrysburg, County of Wood, State of Ohio, hereby make, constitute and appoint each of Melissa Trippel, Michael Hoelter, and Steven McGrew, each of The Andersons, Inc., 1947 Briarfield Boulevard, Maumee, Ohio 43537, my true and lawful limited attorney-in-fact for me and in my name, place and stead, giving severally unto said Melissa Trippel, Michael Hoelter, and Steven McGrew full power individually to (i) execute and to file with the Securities and Exchange Commission (“SEC”) as my limited attorney-in-fact, any and all SEC Forms 3, 4, 5 or 144 required to be filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, and (ii) execute and deliver any and all exercise orders, certificates, commitments and other agreements necessary or appropriate in connection with any exercise of my stock options for shares in The Andersons, Inc., do any and all other acts to effectuate the foregoing, and execute and submit all SEC filings necessary or appropriate in connection therewith, in connection with my beneficial ownership of equity securities of The Andersons, Inc., or options for such equity securities.

    The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

    This Power of Attorney shall at all times be binding with respect to all actions taken by the attorney-in-fact in accordance with the terms of the Power of Attorney. The Power of Attorney shall begin on the date of execution noted below and shall lapse and cease to have any effect on the date of the undersigned’s termination of employment or separation from service as member of the Board, or upon any earlier written revocation of the Power of Attorney by the undersigned.
    IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of the date set forth below.

By:                         Date signed:                 
Patrick E. Bowe                May 25, 2023

State of Ohio
            
County of Lucas

    On this 25th day of May, 2023, before me, a notary public in and for said state, personally appeared Patrick E. Bowe, to me personally known, who being duly sworn,



acknowledged that he/she had executed the foregoing instrument for purposes therein mentioned and set forth.


                        Melissa Crouch
                        Notary Public

My Commission Expires: 9/15/24





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