Sanderson Farms (SAFM) Form 4 SANDERSON FARMS / TIM RIGNEY ownership change

SEC Form 4

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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X

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^*

RIGNEY TIM

(Last) (First) (Middle)

127 FLYNT ROAD

(Street)

LAUREL MS 39443

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDERSON FARMS INC [ SAFM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Controller/Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2022

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	07/22/2022		M		839	A	$0.00	13,031	D
Common Stock	07/22/2022		M		2,283	A	$0.00	15,314	D
Common Stock	07/22/2022		D		15,314	D	$203	0	D
Common Stock	07/22/2022		D		33.0805	D	$203	0	I	By 401(k) Plan
Common Stock	07/22/2022		D		3,359.7786(1)	D	$203	0	I	Allocated to Reporting Person's Account in Issuer ESOP

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
Performance Shares (2019)	(2)(3)	07/22/2022		A		1,500		(2)(3)	(2)(3)	Common Stock	839	$0.00	1,500	D
Performance Shares (2019)	(2)(3)	07/22/2022		M			839	(2)(3)	(2)(3)	Common Stock	839	$0.00	661	D
Performance Shares (2020)	(2)(3)	07/22/2022		A		2,650		(2)(3)	(2)(3)	Common Stock	2,283	$0.00	2,650	D
Performance Shares (2020)	(2)(3)	07/22/2022		M			2,283	(2)(3)	(2)(3)	Common Stock	2,283	$0.00	367	D

Explanation of Responses:

1. Reflects allocations not reported on the Reporting Person's previous ownership report.

2. The performance shares were awarded on November 1, 2019 and November 1, 2020, respectively. The awards entitled the Reporting Person to a number of shares of common stock based on the Issuer's level of achievement of return on equity and return on sales targets over a two-year period ending October 31, 2021 and October 31, 2022, respectively. The awards were subject to an additional one-year service-based vesting period before the earned shares would be paid out.

3. Due to the pendency of the Agreement and Plan of Merger dated August 8, 2021 by and among the Issuer and the other parties thereto, the Issuer's Compensation Committee never determined whether the 2019 performance shares were earned based on the Issuer's actual performance. The merger agreement provided that at the effective time of the merger, the performance shares would partially vest based on the Issuer's actual performance through October 31, 2021 and the number of days elapsed during the applicable performance period. The merger became effective on July 22, 2022, thereby entitling the Reporting Person to the number of shares shown in Table II. The Reporting Person has an unvested right to receive a cash payment representing the difference between the vested number of shares and the maximum potential number of shares that could have been earned multiplied by the per share merger consideration, subject to certain conditions.

Remarks:

	/s/ Tim Rigney	07/25/2022
	** 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).
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