FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KUNERTH WALLACE H 		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)
V.P. & CSO
(Last)          (First)          (Middle)

C/O PENFORD CORPORATION, 7094 S. REVERE PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/17/2013
(Street)

CENTENNIAL, CO 80112-3932
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/17/2013     M    25000.0000   A $12.7900   36264.0000   D    
Common Stock   7/17/2013     F    22471.0000   D $2529.0000   13793.0000   (1) D    
Common Stock                  90.5034   (2) I   401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $12.7900   7/17/2013     M         25000.0000    8/22/2004   (3) 8/22/2013   Common Stock   25000.0000   $0.0000   0.0000   D    

Explanation of Responses:
( 1)  Mr. Kunerth increased his stock ownership from 11,264 shares to 13,793 shares in connection with the option exercise. As part of the option exercise, shares were withheld to satisfy the option exercise price and minimum tax withholding obligations.
( 2)  Estimate of shares held within the 401(k) plan on the reporting person's behalf based on the 401(k) Penford stock fund balance divided by the stock closing price on August 31, 2012. It should be noted that the 401(k) Penford stock fund generally contains some cash and therefore is not fully invested in Penford stock.
( 3)  The option becomes exercisable in four equal installments beginning on the first aniversary from date of grant; the first anniversary date is indicated above as the Date Exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KUNERTH WALLACE H
C/O PENFORD CORPORATION
7094 S. REVERE PARKWAY
CENTENNIAL, CO 80112-3932

V.P. & CSO

Signatures
Margaret Von der Schmidt as Attorney-in-Fact 7/17/2013
** 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 control number.
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