CUSIP
No. 459506101
|
13D/A
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Page
2 of 14 Pages
|
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|
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|
|
1.
|
|
Name
of Reporting Persons
Winder
Investment Pte Ltd
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
Source
of Funds (see instructions)
OO
(see item 3)
|
5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship
or Place of Organization
Singapore
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
7.
|
Sole
Voting Power
0
shares
|
|
8.
|
Shared
Voting Power
23,757,515
shares
|
|
9.
|
Sole
Dispositive Power
0
shares
|
|
10.
|
Shared
Dispositive Power
23,757,515
shares
|
11.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
23,757,515
shares
|
12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
|
13.
|
|
Percent
of Class Represented by Amount in Row 11
22.1%
(see item 5)
|
14.
|
|
Type
of Reporting Person (see instructions)
OO
|
CUSIP
No. 459506101
|
13D/A
|
Page
3 of 14 Pages
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1.
|
|
Name
of Reporting Persons
Freemont
Capital Pte. Ltd.
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
Source
of Funds (see instructions)
OO
(see item 3)
|
5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship
or Place of Organization
Singapore
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
7.
|
Sole
Voting Power
0
shares
|
|
8.
|
Shared
Voting Power
23,757,515
shares
|
|
9.
|
Sole
Dispositive Power
0
shares
|
|
10.
|
Shared
Dispositive Power
23,757,515
shares
|
11.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
23,757,515
shares
|
12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
|
13.
|
|
Percent
of Class Represented by Amount in Row 11
22.1%
(see item 5)
|
14.
|
|
Type
of Reporting Person (see instructions)
OO
|
CUSIP
No. 459506101
|
13D/A
|
Page
4 of 14 Pages
|
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1.
|
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Name
of Reporting Persons
Haldor
Foundation
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
Source
of Funds (see instructions)
OO
(see item 3)
|
5.
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship
or Place of Organization
Liechtenstein
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
7.
|
Sole
Voting Power
0
shares
|
|
8.
|
Shared
Voting Power
23,757,515
shares
|
|
9.
|
Sole
Dispositive Power
0
shares
|
|
10.
|
Shared
Dispositive Power
23,757,515
shares
|
11.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
23,757,515
shares
|
12.
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐
|
13.
|
|
Percent
of Class Represented by Amount in Row 11
22.1%
(see item 5)
|
14.
|
|
Type
of Reporting Person (see instructions)
OO
|
CUSIP
No. 459506101
|
13D/A
|
Page
5 of 14 Pages
|
Item
1.
|
Security
and Issuer.
|
This
statement relates to the Common Stock (the “Common Stock”) of International Flavors & Fragrances Inc., a New York
corporation (the “Issuer”), having its principal executive office at 521 West 57th Street, New York, N.Y. 10019-2960.
Item
2.
|
Identity
and Background.
|
This
statement is being filed by (i) Haldor Foundation, a foundation organized under the laws of Liechtenstein (“Haldor”),
(ii) Freemont Capital Pte. Ltd., a private limited company organized under the laws of Singapore and a wholly owned subsidiary
of Haldor (“Freemont”) and (iii) Winder Investment Pte Ltd, a private limited company organized under the laws of
Singapore and a wholly owned subsidiary of Freemont (“Winder”) (collectively, the “Reporting Persons”).
The
address of the principal business office of Winder is #17-01 6 Battery Road, Singapore 049909. The principal business of Winder
is to purchase, sell, trade and invest in securities. The names, citizenship, business addresses and present principal occupation
or employment of the directors and executive officers of Winder are as follows:
Name
|
|
Citizenship
|
|
Business
Address
|
|
Occupation
|
William
Cornelius Lexmond
|
|
Canadian
|
|
#17-01
6 Battery Road, Singapore 049909
|
|
Director
of Freemont, Winder
|
Sharon
Yam Kwai Ying
|
|
Singaporean
|
|
#17-01
6 Battery Road, Singapore 049909
|
|
Director
of Freemont, Winder
|
Iqbal
Jumabhoy
|
|
Singaporean
|
|
53
Holland Park, Singapore 249493
|
|
Director,
Chief Executive Officer of Edge Capital Pte Ltd
|
The
address of the principal business office of Freemont is #17-01 6 Battery Road Singapore 049909. The principal business of Freemont
is that of an investment holding company and asset manager of its subsidiary companies. The names, citizenship, business addresses
and present principal occupation or employment of the directors and officers of Freemont are as follows:
Name
|
|
Citizenship
|
|
Business
Address
|
|
Occupation
|
William
Cornelius Lexmond
|
|
Canadian
|
|
#17-01
6 Battery Road Singapore 049909
|
|
Director
of Freemont, Winder
|
Sharon
Yam Kwai Ying
|
|
Singaporean
|
|
#17-01
6 Battery Road Singapore 049909
|
|
Director
of Freemont, Winder
|
Iqbal
Jumabhoy
|
|
Singaporean
|
|
53
Holland Park, Singapore 249493
|
|
Director,
Chief Executive Officer of Edge Capital Pte Ltd
|
The
address of the principal office of Haldor is Zollstrasse 16 FL-9494 Schaan, Liechtenstein. Haldor is a Liechtenstein foundation.
The names, citizenship, business addresses and present principal occupation or employment of the board members of Haldor are as
follows:
Name
|
|
Citizenship
|
|
Business
Address
|
|
Occupation
|
Peter
Prast
|
|
Liechtenstein
|
|
Aeulestrasse
5, 9490 Vaduz, Liechtenstein
|
|
Manager
of ATU Allgemeines Treuunternehmen
|
Andreas
Schurti
|
|
Liechtenstein
|
|
Zollstrasse
2, 9490 Vaduz, Liechtenstein
|
|
Attorney
at Walch & Schurti Rechtsanwälte AG
|
Ernst
Walch
|
|
Liechtenstein
|
|
Zollstrasse
16, 9494 Schaan, Liechtenstein
|
|
Attorney
at Tower Trust Company
|
During
the five years prior to the date hereof, neither the Reporting Persons nor any of the Reporting Persons’ directors or executive
officers have been convicted in a criminal proceeding or have been a party to a civil proceeding ending in a judgement, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
CUSIP
No. 459506101
|
13D/A
|
Page
6 of 14 Pages
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
As
of the date hereof, the Reporting Persons may be deemed to beneficially own 23,757,515 shares of Common Stock and 2,958,500 6.00%
Tangible Equity Units, including purchase contracts that can be settled in shares of Common Stock (the “Purchase Contracts”),
which if voluntarily settled will, as of the date hereof, result in the issuance of 927,193 shares of Common Stock (which shares
are included in the number of shares of Common Stock deemed beneficially owned by the Reporting Persons). The funds used by Winder
to acquire the securities described herein were derived from the assets of Haldor.
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons acquired the securities for investment purposes. The Reporting Persons intend to purchase additional shares
of Common Stock from time to time subject to an ongoing evaluation of their investment in the Issuer’s securities, prevailing
market conditions, and/or other investment considerationS. Depending on market conditions, their continuing evaluation of the business
and prospects of the Issuer and other factors, the Reporting Persons may also decide to dispose of shares or derivative securities
of the Issuer. Except as set forth above, the Reporting Persons do not have any present plans which relate to or would result
in:
|
(a)
|
The
acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is
a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which
a vote is required by Section 13 of the Investment Company Act of 1940;
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
|
|
(j)
|
Any
action similar to any of those enumerated above.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a)
|
Winder
is the record owner of 22,830,322 shares of Common Stock and 2,958,200 Purchase Contracts, which if voluntarily settled will,
as of the date hereof, result in the issuance of 927,193 shares of Common Stock. Winder is a wholly owned subsidiary of Freemont,
and Freemont is a wholly owned subsidiary of Haldor. By virtue of such relationships, Freemont and Haldor may be deemed to
beneficially own the shares held of record by Winder.
|
The
Reporting Persons may be deemed to own beneficially 22.1% of the Issuer’s Common Stock, which percentage is calculated based
on (i) 106,802,194 shares of Common Stock outstanding as of February, 26, 2020, as set forth in the Issuer’s Form 10-K Annual
Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019, as
filed on March 3, 2020, and (ii) 927,193 shares of Common Stock issuable as of the date hereof upon voluntary settlement of Purchase
Contracts held by Winder.
CUSIP
No. 459506101
|
13D/A
|
Page
7 of 14 Pages
|
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote: See line 7 of cover sheets.
|
|
|
(ii)
|
shared
power to vote or to direct the vote: See line 8 of cover sheets.
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition: See line 10 of cover sheets.
|
|
(c)
|
The transactions effected by Winder within the past sixty days are as follows:
|
|
Transaction
Date
|
|
|
|
Transaction
|
|
|
Security
|
|
|
Shares
Bought
|
|
|
|
Price
|
|
|
01/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
61,000
|
|
|
$
|
135.77
|
(1)
|
|
01/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
19,600
|
|
|
$
|
136.69
|
(2)
|
|
01/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
500
|
|
|
$
|
137.25
|
(3)
|
|
01/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
71,408
|
|
|
$
|
134.24
|
(4)
|
|
01/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
39,025
|
|
|
$
|
134.98
|
(5)
|
|
01/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
24,600
|
|
|
$
|
134.28
|
(6)
|
|
01/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
41,069
|
|
|
$
|
135.40
|
(7)
|
|
01/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
936
|
|
|
$
|
135.76
|
(8)
|
|
01/29/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
52,295
|
|
|
$
|
135.35
|
(9)
|
|
01/29/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
21,000
|
|
|
$
|
136.56
|
(10)
|
|
01/30/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,308
|
|
|
$
|
129.98
|
(11)
|
|
01/30/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
91,424
|
|
|
$
|
131.25
|
(12)
|
|
01/30/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
30,568
|
|
|
$
|
132.12
|
(13)
|
|
01/30/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
20,755
|
|
|
$
|
132.95
|
(14)
|
|
01/31/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
85,064
|
|
|
$
|
130.46
|
(15)
|
|
01/31/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
38,245
|
|
|
$
|
131.24
|
(16)
|
|
01/31/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
3,300
|
|
|
$
|
132.42
|
(17)
|
|
02/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
3,550
|
|
|
$
|
131.22
|
(18)
|
|
02/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
1,200
|
|
|
$
|
132.49
|
(19)
|
|
02/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
34,424
|
|
|
$
|
133.68
|
(20)
|
|
02/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,016
|
|
|
$
|
134.67
|
(21)
|
|
02/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
40,817
|
|
|
$
|
135.83
|
(22)
|
|
02/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
27,292
|
|
|
$
|
138.02
|
(23)
|
|
02/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
14,562
|
|
|
$
|
139.05
|
(24)
|
|
02/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
36,575
|
|
|
$
|
139.93
|
(25)
|
|
02/07/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
45,920
|
|
|
$
|
139.93
|
(26)
|
|
02/21/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
43,305
|
|
|
$
|
131.79
|
(27)
|
|
02/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
13,613
|
|
|
$
|
125.93
|
(28)
|
|
02/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
39,177
|
|
|
$
|
126.85
|
(29)
|
|
02/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
43,585
|
|
|
$
|
127.75
|
(30)
|
|
02/24/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
1,100
|
|
|
$
|
129.25
|
(31)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
13,056
|
|
|
$
|
122.57
|
(32)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
54,344
|
|
|
$
|
123.62
|
(33)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
5,100
|
|
|
$
|
124.49
|
(34)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
8,600
|
|
|
$
|
125.71
|
(35)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
39,172
|
|
|
$
|
126.66
|
(36)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
12,478
|
|
|
$
|
127.58
|
(37)
|
|
02/25/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
1,750
|
|
|
$
|
128.37
|
(38)
|
CUSIP
No. 459506101
|
13D/A
|
Page
8 of 14 Pages
|
|
Transaction
Date
|
|
|
|
Transaction
|
|
|
Security
|
|
|
Shares
Bought
|
|
|
|
Price
|
|
|
02/26/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
50,983
|
|
|
$
|
123.34
|
(39)
|
|
02/26/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
9,250
|
|
|
$
|
124.32
|
(40)
|
|
02/26/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
25,941
|
|
|
$
|
125.42
|
(41)
|
|
02/26/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,226
|
|
|
$
|
126.19
|
(42)
|
|
02/26/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
300
|
|
|
$
|
126.90
|
(43)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
10,909
|
|
|
$
|
121.58
|
(44)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
24,000
|
|
|
$
|
122.64
|
(45)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
27,441
|
|
|
$
|
123.77
|
(46)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
15,691
|
|
|
$
|
124.88
|
(47)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,200
|
|
|
$
|
125.70
|
(48)
|
|
02/27/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
11,059
|
|
|
$
|
126.52
|
(49)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
8,900
|
|
|
$
|
116.06
|
(50)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
29,876
|
|
|
$
|
117.06
|
(51)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
37,519
|
|
|
$
|
117.91
|
(52)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
22,698
|
|
|
$
|
118.98
|
(53)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
10,307
|
|
|
$
|
119.74
|
(54)
|
|
02/28/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
700
|
|
|
$
|
120.90
|
(55)
|
|
03/02/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
6,500
|
|
|
$
|
119.72
|
(56)
|
|
03/02/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,200
|
|
|
$
|
120.64
|
(57)
|
|
03/02/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
24,163
|
|
|
$
|
121.43
|
(58)
|
|
03/02/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
21,237
|
|
|
$
|
122.34
|
(59)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
2,150
|
|
|
$
|
119.50
|
(60)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
12,200
|
|
|
$
|
120.92
|
(61)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
32,095
|
|
|
$
|
121.64
|
(62)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
24,155
|
|
|
$
|
122.52
|
(63)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
8,500
|
|
|
$
|
123.64
|
(64)
|
|
03/03/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
2,600
|
|
|
$
|
124.44
|
(65)
|
|
03/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
14,432
|
|
|
$
|
124.56
|
(66)
|
|
03/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
15,865
|
|
|
$
|
125.30
|
(67)
|
|
03/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,611
|
|
|
$
|
126.45
|
(68)
|
|
03/04/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
25,992
|
|
|
$
|
127.48
|
(69)
|
|
03/05/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
20,803
|
|
|
$
|
124.44
|
(70)
|
|
03/05/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
57,635
|
|
|
$
|
125.14
|
(71)
|
|
03/05/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
19,462
|
|
|
$
|
126.18
|
(72)
|
|
03/05/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
3,200
|
|
|
$
|
127.30
|
(73)
|
|
03/06/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
29,776
|
|
|
$
|
121.03
|
(74)
|
|
03/06/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
38,138
|
|
|
$
|
121.74
|
(75)
|
|
03/06/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
33,086
|
|
|
$
|
122.73
|
(76)
|
|
03/06/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
6,100
|
|
|
$
|
123.93
|
(77)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
16,203
|
|
|
$
|
110.42
|
(78)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
17,745
|
|
|
$
|
111.44
|
(79)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
32,529
|
|
|
$
|
112.58
|
(80)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
36,740
|
|
|
$
|
113.48
|
(81)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
11,305
|
|
|
$
|
114.22
|
(82)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
12,572
|
|
|
$
|
115.48
|
(83)
|
CUSIP
No. 459506101
|
13D/A
|
Page
9 of 14 Pages
|
|
Transaction
Date
|
|
|
|
Transaction
|
|
|
Security
|
|
|
Shares
Bought
|
|
|
|
Price
|
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
35,728
|
|
|
$
|
116.53
|
(84)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
12,878
|
|
|
$
|
117.44
|
(85)
|
|
03/09/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
9,200
|
|
|
$
|
118.21
|
(86)
|
|
03/10/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
22,467
|
|
|
$
|
115.61
|
(87)
|
|
03/10/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
51,652
|
|
|
$
|
116.61
|
(88)
|
|
03/10/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
44,677
|
|
|
$
|
117.41
|
(89)
|
|
03/10/2020
|
|
|
|
Buy
|
|
|
Common Stock
|
|
|
39,860
|
|
|
$
|
118.48
|
(90)
|
(1)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $135.21 to $136.20.
|
(2)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $136.21 to $137.20.
|
(3)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $137.22 to $137.25.
|
(4)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $133.72 to $134.71.
|
(5)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $134.72 to $135.60.
|
(6)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $133.74 to $134.71.
|
(7)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $134.74 to $135.73.
|
(8)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $135.74 to $135.80.
|
(9)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $134.95 to $135.94.
|
(10)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $135.99 to $136.77.
|
(11)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $129.66 to $130.61.
|
(12)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $130.67 to $131.66.
|
(13)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $131.68 to $132.56.
|
(14)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $132.73 to $133.08.
|
(15)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $129.86 to $130.85.
|
(16)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $130.86 to $131.85.
|
(17)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $131.88 to $132.59.
|
(18)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $130.98 to $131.66.
|
(19)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $132.16 to $133.11.
|
(20)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $133.16 to $134.15.
|
(21)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $134.17 to $135.14.
|
(22)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $135.45 to $136.33.
|
CUSIP
No. 459506101
|
13D/A
|
Page
10 of 14 Pages
|
(23)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $137.54 to $138.53.
|
(24)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $138.54 to $139.53.
|
(25)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $139.54 to $140.00.
|
(26)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $139.71 to $140.00.
|
(27)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $131.29 to $132.20.
|
(28)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.36 to $126.35.
|
(29)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.36 to $127.34.
|
(30)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $127.37 to $128.35.
|
(31)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $128.92 to $129.43.
|
(32)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.10 to $123.09.
|
(33)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.10 to $124.09.
|
(34)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.10 to $125.09.
|
(35)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.10 to $126.09.
|
(36)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.12 to $127.11.
|
(37)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $127.12 to $128.11.
|
(38)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $128.12 to $128.63.
|
(39)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.86 to $123.85.
|
(40)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.89 to $124.85.
|
(41)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.89 to $125.88.
|
(42)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.89 to $126.87.
|
(43)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.90 to $126.91.
|
(44)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $121.15 to $122.05.
|
(45)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.19 to $123.09.
|
(46)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.25 to $124.24.
|
(47)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.28 to $125.27.
|
(48)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.28 to $126.27.
|
(49)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.28 to $126.75.
|
CUSIP
No. 459506101
|
13D/A
|
Page
11 of 14 Pages
|
(50)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $115.50 to $116.49.
|
(51)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $116.50 to $117.49.
|
(52)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $117.50 to $118.49.
|
(53)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $118.50 to $119.49.
|
(54)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $119.50 to $120.49.
|
(55)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $120.67 to $121.00.
|
(56)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $119.00 to $119.98.
|
(57)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $120.00 to $120.99.
|
(58)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $121.00 to $121.99.
|
(59)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.00 to $122.61.
|
(60)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $119.15 to $120.10.
|
(61)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $120.15 to $121.14.
|
(62)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $121.15 to $122.14.
|
(63)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.15 to $123.14.
|
(64)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.15 to $124.09.
|
(65)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.15 to $124.85.
|
(66)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.95 to $124.94.
|
(67)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.95 to $125.94.
|
(68)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.95 to $126.94.
|
(69)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.95 to $127.78.
|
(70)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.79 to $124.78.
|
(71)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $124.79 to $125.78.
|
(72)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $125.80 to $126.75.
|
(73)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $126.91 to $127.85.
|
(74)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $120.38 to $121.375.
|
(75)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $121.38 to $122.37.
|
(76)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $122.39 to $123.345.
|
CUSIP
No. 459506101
|
13D/A
|
Page
12 of 14 Pages
|
(77)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $123.49 to $124.31.
|
(78)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $110.00 to $110.99.
|
(79)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $111.00 to $111.99.
|
(80)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $112.00 to $112.97.
|
(81)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $113.00 to $113.99.
|
(82)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $114.00 to $114.99.
|
(83)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $115.00 to $115.98.
|
(84)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $116.00 to $116.98.
|
(85)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $117.00 to $117.99.
|
(86)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $118.00 to $118.53.
|
(87)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $115.00 to $115.99.
|
(88)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $116.00 to $116.99.
|
(89)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $117.00 to $117.99.
|
(90)
|
This
represents the weighted average price of multiple transactions on that day with prices therein ranging from $118.00 to $118.76.
|
The
Reporting Persons have not effected any transactions in Common Stock during the past 60 days other than those listed above.
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from
the sale of, shares beneficially owned by the Reporting Persons.
|
|
(e)
|
Not
Applicable.
|
CUSIP
No. 459506101
|
13D/A
|
Page
13 of 14 Pages
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
The
Purchase Contracts held by Winder were issued pursuant to a Purchase Contract Agreement (the “Purchase Contract Agreement”),
dated September 17, 2018, between the Issuer and U.S. Bank National Association (the “Agent”), as purchase contract
agent and attorney-in-fact for holders of the Purchase Contracts referred to therein. The Purchase Contract Agreement was filed
as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”)
on September 17, 2018. The Form of Purchase Contract under the Purchase Contract Agreement is included in the Purchase Contract
Agreement.
On
December 15, 2019, the Issuer entered into a merger agreement with DuPont de Nemours, Inc. (“DuPont”), Nutrition &
Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of DuPont (“N&Bco”), and other parties,
pursuant to which the Issuer agreed to issue shares of its Common Stock to N&Bco (the “Share Issuance”) in connection
with a proposed merger between the Issuer and N&Bco. On December 15, 2019, Winder entered into a Voting Agreement (the “Voting
Agreement”) with DuPont pursuant to which Winder agreed, among other things, to refrain from transferring securities of
the Issuer held by Winder and to vote any shares of Common Stock held by Winder in favor of the Share Issuance. The Voting Agreement
is filed as Exhibit 99.4 hereto.
Item
7.
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Material
to Be Filed as Exhibits.
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Exhibit 99.1
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Joint
Filing Agreement, dated as of November 28, 2019, among Winder, Freemont and Haldor, filed as Exhibit A to the Reporting Persons’
Amendment 7 to Schedule 13G filed with the Securities Exchange Commission (the “SEC”) on December 19, 2019.
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Exhibit 99.2
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Purchase
Contract Agreement, dated as of September 17, 2018, between the Issuer and the Agent, filed as Exhibit 4.1 to the Issuer’s
Current Report on Form 8-K filed with the SEC on September 17, 2018.
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Exhibit 99.3
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Form
of Purchase Contract (included in Exhibit 99.2).
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Exhibit 99.4
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Voting
Agreement between DuPont de Nemours, Inc. and Winder Investment Pte. Ltd., dated as of December 15, 2019, as Exhibit 99.4
to the Reporting Persons’ Schedule 13D filed with the SEC on January 8, 2020.
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CUSIP
No. 459506101
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13D/A
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Page
14 of 14 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
March 12, 2020
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Winder
Investment Pte Ltd
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By:
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/s/
William Lexmond
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Name:
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William
Lexmond
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Title:
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Director
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By:
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/s/
Iqbal Jumabhoy
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Name:
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Iqbal
Jumabhoy
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Title:
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Director
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Freemont
Capital Pte Ltd
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By:
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/s/
William Lexmond
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Name:
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William
Lexmond
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Title:
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Director
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By:
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/s/
Iqbal Jumabhoy
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Name:
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Iqbal
Jumabhoy
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Title:
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Director
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Haldor
Foundation
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By:
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/s/
Peter Prast
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Name:
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Peter Prast
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Title:
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Board
Member
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By:
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/s/
Ernest Walch
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Name:
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Ernest
Walch
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Title:
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Board
Member
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations (See 18 U.S.C. 1001)