mm02-1412pen_sc13ga1.htm
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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden hours per response. . . . . . . . 10.4
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______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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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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SEC 1745(3-06)
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1. Names of Reporting Persons.
SEACOR Holdings Inc.
I.R.S. Identification Nos. of above persons (entities only):
13-3542736
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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Number of
shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5. Sole Voting Power: 1,090,000
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6. Shared Voting Power: 0
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7. Sole Dispositive Power: 1,090,000
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8. Shared Dispositive Power: 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,090,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9): 9.62%
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12. Type of Reporting Person (See Instructions): CO: HC
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(a) Name of Issuer: Penford Corporation
(b) Address of Issuer’s Principal Executive Offices:
7094 S. Revere Parkway
Centennial, CO 80112-3932
Item 2.
(a) Name of Person Filing: SEACOR Holdings Inc.
(b) Address of Principal Business Office or, if none, Residence:
2200 Eller Drive
PO Box 13038
Fort Lauderdale, FL 33316
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 707051108
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.1 3d-1 (b)(1 )(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,090,000
(b)Percent of class: 9.62%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,090,000
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of: 1,090,000
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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F2 SEA Inc., a subsidiary of the Reporting Person, directly owns the shares.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date February 14, 2012
SEACOR HOLDINGS INC.
By: /s/ Richard Ryan
Name: Richard Ryan
Title: Senior Vice President and Chief Financial Officer