Amended Statement of Changes in Beneficial Ownership (4/a)
July 02 2019 - 4:56PM
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
*
Chwat Anne
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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
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, GC, & Corp. Sec'y
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(Last)
(First)
(Middle)
521 WEST 57TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2016
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/27/2016
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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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1/25/2016
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M
(1)
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1219
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A
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$0.00
(1)
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39873.37
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D
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Common Stock
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1/25/2016
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F
(1)
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474
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D
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$110.40
(2)
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39399.37
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D
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Common Stock
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3/15/2017
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M
(3)
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1227
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A
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$0.00
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38873.034
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D
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Common Stock
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4461.579
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I
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By 401K
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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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Stock Equivalent Unit
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(4)
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1/25/2016
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M
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1219
(1)
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(5)
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(5)
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Common Stock
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1219
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$0.00
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6614.415
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D
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Stock Equivalent Unit
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(4)
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6/28/2019
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A
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21.763
(6)
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(5)
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(5)
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Common Stock
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21.763
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$145.09
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6636.178
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D
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Purchased Restricted Stock Units
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(7)
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4/1/2022
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4/1/2022
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Common Stock
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4135
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4135
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D
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Purchased Restricted Stock Units
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(7)
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4/2/2021
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4/2/2021
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Common Stock
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3854
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3854
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D
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Purchased Restricted Stock Units
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(7)
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4/3/2020
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4/3/2020
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Common Stock
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4105
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4105
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D
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Explanation of Responses:
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(1)
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The previously filed Form 4 incorrectly reported the distribution from the Company's Deferred Compensation Plan ("DCP") to the reporting person. Specifically, the Form 4 only reflected the net increase in Table I holdings (745 shares) rather than the full distribution of 1,219 shares and the withholding of 474 for taxes. In addition, the Form 4 incorrectly reported the amount of shares distributed from the DCP in Table II (745 instead of 1,219).
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(2)
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Based on closing of the Company's Common Stock on the date of distribution.
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(3)
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The previously filed Form 4 incorrectly reported the full number of shares received by the reporting person under the 2014-2016 Long-Term Incentive Plan ("LTIP") cycle in Table I. Footnote 1 of the Form 4 correctly stated that the reporting person had deferred a portion of the shares received under the LTIP and included such shares in the contribution of 1,299 Stock Equivalent Units in Table II. However, the shares were incorrectly also reported in the Table I holdings.
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(4)
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The Stock Units ("Units") convert to Common Stock on a one-for-one basis.
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(5)
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The Units are payable in Common Stock upon earlier of termination of employment of January 1 following retirement.
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(6)
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Reflects Units under the Company's deferred compensation plan resulting from deferral of compensation and the 25% premium contributed by the Company on such Units. Units contributed by the Company are subject to vesting based on continued employment through December 31, 2020.
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(7)
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The Purchased Restricted Stock Units ("PRSUs") convert to Common Stock on a one-for-one basis.
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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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Chwat Anne
521 WEST 57TH STREET
NEW YORK, NY 10019
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EVP, GC, & Corp. Sec'y
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Signatures
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/s/ Nanci Prado, attorney in fact
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7/2/2019
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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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