| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SANDERSON FARMS INC [ SAFM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/22/2021 | G | V | 56,067 | D | $0.00(1) | 655,421 | D | ||
| Common Stock | 12/28/2021 | G | V | 13,334 | D | $0.00(1) | 642,087 | D | ||
| Common Stock | 07/22/2022 | M | 35,500 | A | $0.00 | 677,587 | D | |||
| Common Stock | 07/22/2022 | M | 41,000 | A | $0.00 | 718,587 | D | |||
| Common Stock | 07/22/2022 | D | 718,587 | D | $203 | 0 | D | |||
| Common Stock | 07/22/2022 | D | 9,808 | D | $203 | 0 | I | By spouse. | ||
| Common Stock | 07/22/2022 | D | 107,206.1928(2) | 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) | |||||||||||||||
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| 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) | (3)(4) | 07/22/2022 | A | 35,500 | (3)(4) | (3)(4) | Common Stock | 35,500 | $0.00 | 35,500 | D | ||||
| Performance Shares (2019) | (3)(4) | 07/22/2022 | M | 35,500 | (3)(4) | (3)(4) | Common Stock | 35,500 | $0.00 | 0 | D | ||||
| Performance Shares (2020) | (3)(4) | 07/22/2022 | A | 41,000 | (3)(4) | (3)(4) | Common Stock | 41,000 | $0.00 | 41,000 | D | ||||
| Performance Shares (2020) | (3)(4) | 07/22/2022 | M | 41,000 | (3)(4) | (3)(4) | Common Stock | 41,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The reported transaction was a gift. Thus, there was no price. |
| 2. Reflects allocations not reported on the Reporting Person's previous ownership report. |
| 3. 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. |
| 4. 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. Moreover, the Reporting Person's employment agreement as amended on August 8, 2021 provided the performance shares would fully vest at the maximum possible level immediately prior to the effective time of the merger. The merger became effective on July 22, 2022, thereby entitling the Reporting Person to the number of shares shown in Table II. |
| Remarks: |
| /s/ Tim Rigney, Attorney-in-Fact | 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). | ||
| ** 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. | ||
