SEC Form 4 · accession 0001209191-15-025318
PENFORD CORP · PENX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John R Randall
Officer — Vice Pres.
Period of report
Mar 11, 2015
Accepted (ET)
Mar 11, 2015 · 6:21 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 StockF1 | Mar 11, 2015 | D | 33,175 | $19.00 | D | 0 | D | |
| Common StockF1 | holding | — | — | — | 0 | I | 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2 | $5.65 | Mar 11, 2015 | D | 75,000 | D | Jan 26, 2013 | Jan 26, 2019 | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $17.07 | Mar 11, 2015 | D | 20,000 | D | Aug 28, 2009 | Aug 28, 2015 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- 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.