Brian K. Walz Form 4 Andersons / Brian K. Walz ownership change

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^*

Walz Brian K.

(Last) (First) (Middle)

1947 BRIARFIELD BLVD

(Street)

MAUMEE OH 43537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Andersons, Inc. [ ANDE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

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
PERFORMANCE SHARE UNIT (EPS) (2023)	02/21/2023		J(1)		103.42	A	$0	2,219.42	D
PERFORMANCE SHARE UNIT (TSR) (2023)	02/21/2023		J(1)		74.49	A	$0	2,190.49	D
PERFORMANCE SHARE UNIT (EPS) (2023)	02/21/2023		J(2)		2,219.42	D	$0	0	D
PERFORMANCE SHARE UNIT (TSR) (2023)	02/21/2023		J(2)		1,598.49	D	$0	592	D
PERFORMANCE SHARE UNIT (TSR) (2023)	02/21/2023		J(3)		592	D	$0	0	D
Common Stock	02/21/2023		J(4)		2,219.42	A	$44.74	17,681.661	D
Common Stock	02/21/2023		J(4)		1,598.49	A	$44.74	19,280.151	D
Common Stock	02/21/2023		F		766	D	$44.74	18,514.151	D
Common Stock	02/21/2023		F		481	D	$44.74	18,033.151	D
PERFORMANCE SHARE UNIT (EPS) (2024)								1,742(5)	D
PERFORMANCE SHARE UNIT (EPS) (2025)								1,656(5)	D
PERFORMANCE SHARE UNIT (TSR) (2024)								1,742(6)	D
PERFORMANCE SHARE UNIT (TSR) (2025)								1,656(6)	D
RESTRICTED SHARE UNIT (2025)								1,656(7)	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:

1. Dividend equivalent received.

2. PSU vested.

3. PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.

4. Shares received from vesting of PSU (Performance Share Unit).

5. Stock performance unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.

6. Stock performance unit (TSR) granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on the Company's annualized total shareholder return. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period.

7. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

Remarks:

	Brian K. Walz, by Melissa Trippel, Limited Power of Attorney	02/22/2023
	** 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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