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).
1. Name and Address of Reporting Person*
Johnson Jennifer Amy
(Last) (First) (Middle)
521 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2021 		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
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
Restricted Stock Units (1) 02/01/2021 A 2,124(2) (3) (3) Common Stock 2,124 (1) 2,124 D
Restricted Stock Units (1) 02/01/2021 A 731(2) (4) (4) Common Stock 731 (1) 2,855 D
Stock Options (right to buy) $149.65 02/01/2021 A 747(5) (6) 02/14/2028 Common Stock 747 (7) 747 D
Stock Options (right to buy) $77.16 02/01/2021 A 3,137(5) (8) 02/18/2030 Common Stock 3,137 (7) 3,137 D
Explanation of Responses:
1. In connection with the combination of IFF and the Nutrition & Biosciences business ("N&B") of DuPont de Nemours, Inc. ("DuPont") (the "Transactions"), DuPont restricted stock units were replaced with Restricted Stock Units ("RSUs") that convert into Common Stock on a one-for-one basis upon vesting.
2. Number of RSUs was misreported due to administrative error.
3. RSUs vest in three equal tranches on each of February 19, 2021, 2022 and 2023, subject to continued employment with IFF.
4. RSUs vest in two equal tranches on each of February 14, 2021 and 2022, subject to continued employment with IFF.
5. Number of Options was misreported due to administrative error.
6. Option is exercisable as of the date of replacement with respect to 496 shares of Common Stock. The Option will become exercisable in respect of the remaining 251 shares of Common Stock on February 15, 2021, subject to continued employment with IFF.
7. In connection with the Transactions, DuPont options were replaced with Options to purchase Common Stock.
8. Options will vest and become exercisable in three equal tranches on each of February 19, 2021, 2022 and 2023, subject to continued employment with IFF.
/s/ Nanci Prado, attorney in fact 02/19/2021
** 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).
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