0001209191-15-025310.txt : 20150311 0001209191-15-025310.hdr.sgml : 20150311 20150311181635 ACCESSION NUMBER: 0001209191-15-025310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150311 FILED AS OF DATE: 20150311 DATE AS OF CHANGE: 20150311 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENFORD CORP CENTRAL INDEX KEY: 0000739608 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 911221360 STATE OF INCORPORATION: WA FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3932 BUSINESS PHONE: 303-649-1900 MAIL ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3932 FORMER COMPANY: FORMER CONFORMED NAME: PENWEST LTD DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Friesema Michael J CENTRAL INDEX KEY: 0001557466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11488 FILM NUMBER: 15693896 MAIL ADDRESS: STREET 1: C/O PENFORD CORPORATION STREET 2: 7094 S REVERE PARKWAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3932 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-03-11 1 0000739608 PENFORD CORP PENX 0001557466 Friesema Michael J C/O PENFORD CORPORATION 7094 S. REVERE PARKWAY CENTENNIAL CO 80112-3932 0 1 0 0 VP Business Development Common Stock 2015-03-11 4 D 0 13000 19.00 D 0 D Common Stock 0 I 401(k) plan Stock Option (Right to Buy) 4.66 2015-03-11 4 D 0 10000 D 2011-09-08 2017-09-08 Common Stock 10000 0 D Stock Option (Right to Buy) 5.65 2015-03-11 4 D 0 10000 D 2013-01-26 2019-01-26 Common Stock 10000 0 D Common Stock and derivative securities of Penford Corporation ("Issuer") were disposed of pursuant to the transactions contemplated by the Agreement and Plan of Merger among Issuer, Ingredion Incorporated ("Acquiror"), and Prospect Sub, Inc., dated as of October 14, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Issuer became a wholly owned subsidiary of Acquiror, and each share of Common Stock of Issuer, including outstanding restricted stock which by its terms became fully vested at the Effective Time, was converted into the right to receive $19 in cash, and each stock option relating to the Common Stock of Issuer (a "Stock Option") was converted into the right to receive cash equal to the excess if any, of $19 over the per share exercise price of such Stock Option, less any applicable tax withholding. The option becomes exercisable in three equal installments beginning on the first anniversary from date of grant; the first anniversary is indicated above as the Date Exercisable. /s/ Margaret Von der Schmidt as Attorney-in-Fact 2015-03-11