D. Michael Cockrell - Dec 22, 2021 Form 4 Insider Report for SANDERSON FARMS INC (SAFM)

Role
Treasurer, CFO and CLO, Director
Signature
/s/ Tim Rigney, Attorney-in-Fact
Stock symbol
SAFM
Transactions as of
Dec 22, 2021
Transactions value $
-$20,654,722
Form type
4
Date filed
7/26/2022, 10:29 AM
Previous filing
Nov 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAFM Common Stock Gift $0 -20.3K -19.77% $0.00 82.2K Dec 22, 2021 Direct F1
transaction SAFM Common Stock Options Exercise $0 +7.5K +9.13% $0.00 89.7K Jul 22, 2022 Direct
transaction SAFM Common Stock Options Exercise $0 +9K +10.04% $0.00 98.7K Jul 22, 2022 Direct
transaction SAFM Common Stock Disposed to Issuer -$20M -98.7K -100% $203.00 0 Jul 22, 2022 Direct
transaction SAFM Common Stock Disposed to Issuer -$627K -3.09K -100% $203.00 0 Jul 22, 2022 Allocated to Reporting Person's Account in Issuer ESOP. F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SAFM Performance Shares (2019) Award $0 +7.5K $0.00 7.5K Jul 22, 2022 Common Stock 7.5K Direct F3, F4
transaction SAFM Performance Shares (2019) Options Exercise $0 -7.5K -100% $0.00* 0 Jul 22, 2022 Common Stock 7.5K Direct F3, F4
transaction SAFM Performance Shares (2020) Award $0 +9K $0.00 9K Jul 22, 2022 Common Stock 9K Direct F3, F4
transaction SAFM Performance Shares (2020) Options Exercise $0 -9K -100% $0.00* 0 Jul 22, 2022 Common Stock 9K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

D. Michael Cockrell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported transaction was a gift. Thus, there was no price.
F2 Reflects allocations not reported on the Reporting Person's previous ownership report.
F3 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.
F4 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.