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Form 4 PENFORD CORP For: Mar 11 Filed by: Kortemeyer Timothy Michael

March 11, 2015 6:24 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Kortemeyer Timothy Michael
(Last) (First) (Middle)
C/O PENFORD CORPORATION
7094 S. REVERE PARKWAY
(Street)
CENTENNIAL CO 80112-3932
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PENFORD CORP [ PENX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP/Gen Mgr-Pen. Prod. Co
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2015   D (1)   28,019 D $ 19 (1) 0 D  
Common Stock               0 (1) I 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) $ 13.93 03/11/2015   D (1)     5,000 08/18/2006 (2) 08/18/2015 Common Stock 5,000 (1) 0 D  
Stock Option (Right to Buy) $ 5.65 03/11/2015   D (1)     75,000 01/26/2013 (3) 01/26/2019 Common Stock 75,000 (1) 0 D  
Stock Option (Right to Buy) $ 13.32 03/11/2015   D (1)     5,000 10/28/2006 (2) 10/28/2015 Common Stock 5,000 (1) 0 D  
Stock Option (Right to Buy) $ 17.07 03/11/2015   D (1)     40,000 08/28/2009 (2) 08/28/2015 Common Stock 40,000 (1) 0 D  
Explanation of Responses:
1. 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.
2. 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.
3. 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 03/11/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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