SEC Form 4 · accession 0001209191-15-025312

PENFORD CORP · PENX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Pres. & CEO · Director

Period of report

Mar 11, 2015

Accepted (ET)

Mar 11, 2015 · 6:17 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000739608

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 11, 2015	D	127,973	$19.00	D	0	D
Common Stock^F1	holding	—	—		—	0	I	401(k) plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F1,F2	$5.65	Mar 11, 2015	D	300,000	D	Jan 26, 2013	Jan 26, 2019	Common Stock	300,000	D
Stock Option (Right to Buy)^F1,F3	$13.32	Mar 11, 2015	D	35,000	D	Oct 28, 2006	Oct 28, 2015	Common Stock	35,000	D
Stock Option (Right to Buy)^F1,F3	$17.07	Mar 11, 2015	D	80,000	D	Aug 28, 2009	Aug 28, 2015	Common Stock	80,000	D

F1Common 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.
F2The 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.
F3The 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.