| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Andersons, Inc.
[
ANDE
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
04/22/2016
|
4. If Amendment, Date of 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 |
|
| 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
|
04/22/2016 |
|
J |
|
180.88
|
A
|
$
33.56
|
422,212.108
|
D
|
|
|
COMMON STOCK
|
|
|
|
|
|
|
|
150,138
|
I
|
Mrs. Carol H. Anderson-spouse
|
|
PERFORMANCE SHARE UNIT (2017)
|
|
|
|
|
|
|
|
13,400
|
D
|
|
|
PERFORMANCE SHARE UNIT (2018)
|
|
|
|
|
|
|
|
17,740
|
D
|
|
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 |
| Explanation of Responses: |
|
|
|
Michael Anderson, by: Mary Schroeder, Limited Power of Attorney |
04/27/2016 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MICHAEL ANDERSON the undersigned, of
1626 River Road (address), City of Maumee, County of Lucas, State of Ohio,
hereby make, constitute and appoint each of Mary J. Schroeder, James C.
Burmeister, and Russell J. Mitchell each of The Andersons, Inc., 480 W. Dussel
Drive, Maumee, Ohio 43537, my true and lawful limited attorney-in-fact for me
and in my name, place and stead, giving severally unto said Mary J. Schroeder,
James C. Burmeister, and Russell J. Mitchell full power individually to (i)
execute and to file with the Securities and Exchange Commission ("SEC") as my
limited attorney-in-fact, any and all SEC Forms 3, 4, 5 or 144 required to be
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934,
each as amended, and (ii) execute and deliver any and all exercise orders,
certificates, commitments and other agreements necessary or appropriate in
connection with any exercise of my stock options for shares in The Andersons,
Inc., do any and all other acts to effectuate the foregoing, and execute and
submit all SEC filings necessary or appropriate in connection therewith, in
connection with my beneficial ownership of equity securities of The Andersons,
Inc., or options for such equity securities.
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.
This Power of Attorney shall at all time be binding with respect to all actions
taken by the attorney-in-fact in accordance with the terms of the Power of
Attorney. The Power of Attorney shall begin on the date of execution noted below
and shall lapse and cease to have any effect on the date of the undersigned's
termination of employment or separation from service as member of the Board, or
upon any earlier written revocation of the Power of Attorney by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 22nd day of January, 2015.
MICHAEL ANDERSON
State of Ohio)
) ss
County of Lucas)
On this 22nd day of January, 2015, before me a notary public in and for said
state, personally appeared Michael Anderson, to me personally known, who being
duly sworn, acknowledged that he/she had executed the foregoing instrument for
purposes therein mentioned and set forth.
Ashley P. Brooks
NOTARY PUBLIC
My Commission Expires:
10/23/2016
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