Edgar Filing: Winder Investment Pte Ltd

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 ^*

Winder Investment Pte Ltd

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [IFF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

#03-00 8 ROBINSON ROAD, ASO BUILDING

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2018

(Street)

SINGAPORE, U0 048544

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	09/17/2018		P		2,272,160	A	$ 130.25	17,872,160	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

6.00% Tangible Equity Units

⁽¹⁾

09/17/2018

2,958,500

⁽¹⁾

Common Stock

927,193 ⁽²⁾

$ 50

2,958,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Winder Investment Pte Ltd #03-00 8 ROBINSON ROAD, ASO BUILDING SINGAPORE, U0 048544		X

Signatures

/s/ William Lexmond, Director, on behalf of Winder Investment Pte. Ltd.		09/19/2018
^**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)	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.
(2)	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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