Statement of Changes in Beneficial Ownership (4)
20 September 2018 - 6:49AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Winder Investment Pte Ltd
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2. Issuer Name
and
Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC
[
IFF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
#03-00 8 ROBINSON ROAD, ASO BUILDING
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2018
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(Street)
SINGAPORE, U0 048544
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/17/2018
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P
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2272160
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A
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$130.25
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17872160
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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6.00% Tangible Equity Units
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(1)
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9/17/2018
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P
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2958500
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(1)
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(1)
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Common Stock
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927193
(2)
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$50.00
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2958500
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D
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Explanation of Responses:
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(1)
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Each 6.00% Tangible Equity Unit ("TEU") includes a prepaid stock purchase contract that will automatically settle on September 15, 2021 (the "Settlement Date") (subject to postponement in certain limited circumstances) for between 0.3134 and 0,3839 shares of the Issuer's common stock (subject to adjustment in certain circumstances), based upon the applicable market value of the Issuer's common stock prior to settlement. The Reporting Person may elect to settle the purchase contracts prior to the Settlement Date at the minimum settlement rate of 0.3134 shares of the Issuer's common stock. On or after June 18, 2019 and prior to the Settlement Date, the Issuer may elect to settle the purchase contracts at the maximum settlement rate of 0.3839 shares of the Issuer's common stock. The purchase contracts may also be settled early in connection with certain fundamental changes of the Issuer.
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(2)
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Represents the minimum number of shares of the Issuer's common stock initially issuable upon settlement of the purchase contracts included in the TEUs based on the minimum settlement rate.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Winder Investment Pte Ltd
#03-00 8 ROBINSON ROAD, ASO BUILDING
SINGAPORE, U0 048544
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X
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Signatures
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/s/ William Lexmond, Director, on behalf of Winder Investment Pte. Ltd.
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9/19/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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