GENENCOR INTERNATIONAL INC 4

4 · GENENCOR INTERNATIONAL INC · Filed Apr 22, 2005

Form 4

Period: 2005-04-20

Sr. VP Health Care

Transactions

Disposition from Tender
Stock Option (Right to Buy)
2005-04-21−60,000→ 0 total
Exercise: $11.73→ Common Stock, par value $.01 per share (60,000 underlying)
Disposition from Tender
Stock Option (Right to Buy)
2005-04-21−85,000→ 0 total
Exercise: $14.52→ Common Stock, par value $.01 per share (85,000 underlying)
Disposition from Tender
Common Stock, $.01 par value
2005-04-20$19.25/sh−1,308$25,179→ 0 total(indirect: By Trust)
Disposition from Tender
Stock Option (Right to Buy)
2005-04-21−50,000→ 0 total
Exercise: $16.23→ Common Stock, par value $.01 per share (50,000 underlying)
Will/Inheritance
Common Stock, $.01 par value
2005-02-09+1,308→ 1,308 total(indirect: By Trust)
Disposition from Tender
Stock Option (Right to Buy)
2005-04-21−30,000→ 0 total
Exercise: $10.09→ Common Stock, par value $.01 per share (30,000 underlying)

Footnotes (3)

[F1]On 02/09/05, upon the death of the previous beneficial owner, Dr. Goldsmith acquired beneficial ownership of these shares as successor trustee and one-third beneficiary of a trust that held 1,308 shares of Genencor International, Inc. common stock.
[F2]On 1/27/05, Genencor International, Inc. (the "Company"), Danisco A/S ("Danisco") and DH Subsidiary Inc., an indirect wholly-owned subsidiary of Danisco ("Acquisition Sub") entered into an Acquisition Agreement (the "Acquisition Agreement") providing for a cash tender offer to acquire all of the outstanding shares of common stock of the Company not otherwise owned by Danisco or its subsidiaries for $19.25 per share, to be followed by a merger of Acquisition Sub with and into the Company, with the Company to continue as the surviving corporation. These shares were accepted in the closing of the tender offer on 4/20/05.
[F3]Pursuant to the terms of the Acquisition Agreement, as of the effective time of the merger (5:00 PM EST on 4/21/05), these options will be cancelled and Dr. Goldsmith will be entitled to receive a cash payment in an amount equal to the difference between $19.25 (for options issued under the Company's Stock Option and Stock Appreciation Right Plan) or $19.27 (for options issued under the Company's 2002 Omnibus Incentive Plan) and the exercise price per share under the option multiplied by the number of shares covered by the option.

Documents

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