0001209191-15-025321.txt : 20150311 0001209191-15-025321.hdr.sgml : 20150311 20150311182349 ACCESSION NUMBER: 0001209191-15-025321 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: Kortemeyer Timothy Michael CENTRAL INDEX KEY: 0001336753 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11488 FILM NUMBER: 15693915 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 0001336753 Kortemeyer Timothy Michael C/O PENFORD CORPORATION 7094 S. REVERE PARKWAY CENTENNIAL CO 80112-3932 0 1 0 0 VP/Gen Mgr-Pen. Prod. Co Common Stock 2015-03-11 4 D 0 28019 19.00 D 0 D Common Stock 0 I 401(k) plan NQ Stock Option (Right to Buy) 13.93 2015-03-11 4 D 0 5000 D 2006-08-18 2015-08-18 Common Stock 5000 0 D Stock Option (Right to Buy) 5.65 2015-03-11 4 D 0 75000 D 2013-01-26 2019-01-26 Common Stock 75000 0 D Stock Option (Right to Buy) 13.32 2015-03-11 4 D 0 5000 D 2006-10-28 2015-10-28 Common Stock 5000 0 D Stock Option (Right to Buy) 17.07 2015-03-11 4 D 0 40000 D 2009-08-28 2015-08-28 Common Stock 40000 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 four equal installments beginning on the first anniversary from date of grant; the first anniversary is indicated above as the Date Exercisable. 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