PENFORD CORP 4
4 · PENFORD CORP · Filed Mar 11, 2015
Insider Transaction Report
Form 4
PENFORD CORPPENX
CORDIER STEVEN O
Sr VP & CFO
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2015-03-11−113,000→ 0 totalExercise: $5.65From: 2013-01-26Exp: 2019-01-26→ Common Stock (113,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-03-11−50,000→ 0 totalExercise: $17.07From: 2009-08-28Exp: 2015-08-28→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2015-03-11$19.00/sh−51,027$969,513→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-03-11−25,000→ 0 totalExercise: $13.32From: 2006-10-28Exp: 2015-10-28→ Common Stock (25,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.