Edgar Filing: COZADD BRUCE C

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COZADD BRUCE C

2. Issuer Name and Ticker or Trading Symbol
GENENCOR INTERNATIONAL INC [GCOR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O GENENCOR INTERNATIONAL, INC., 925 PAGE MILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2005

(Street)

PALO ALTO, CA 94304

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, $.01 par value								0	D

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 23.07

04/21/2005

U⁽¹⁾

25,000 ⁽²⁾

⁽²⁾

Common Stock, $.01 par value

25,000 ⁽²⁾

⁽²⁾

Stock Option (Right to Buy)

$ 15.7

04/21/2005

U⁽¹⁾

10,000 ⁽²⁾

⁽²⁾

Common Stock, $.01 par value

10,000 ⁽²⁾

⁽²⁾

Stock Option (Right to Buy)

$ 9.86

04/21/2005

U⁽¹⁾

20,000 ⁽²⁾

⁽²⁾

Common Stock, $.01 par value

20,000 ⁽²⁾

⁽²⁾

Stock Option (Right to Buy)

$ 15

04/21/2005

U⁽¹⁾

14,000 ⁽²⁾

⁽²⁾

Common Stock, $.01 par value

14,000 ⁽²⁾

⁽²⁾

Stock Option (Right to Buy)

$ 16.33

04/21/2005

U⁽¹⁾

14,000 ⁽²⁾

⁽²⁾

Common Stock, $.01 par value

14,000 ⁽²⁾

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COZADD BRUCE C C/O GENENCOR INTERNATIONAL, INC. 925 PAGE MILL ROAD PALO ALTO, CA 94304	X

Signatures

Mark D. Buri, Attorney-in-fact for Bruce C. Cozadd		04/21/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Pursuant to the terms of the Acquisition Agreement, as of effective time of the merger (5:00 PM EST on 4/21/05), these options will be cancelled and Mr. Cozadd 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.

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