Tim Rigney - Jul 22, 2022 Form 4 Insider Report for SANDERSON FARMS INC (SAFM)

Role
Controller/Secretary
Signature
/s/ Tim Rigney
Stock symbol
SAFM
Transactions as of
Jul 22, 2022
Transactions value $
-$3,797,492
Form type
4
Date filed
7/26/2022, 10:35 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 Options Exercise $0 +839 +6.88% $0.00 13K Jul 22, 2022 Direct
transaction SAFM Common Stock Options Exercise $0 +2.28K +17.52% $0.00 15.3K Jul 22, 2022 Direct
transaction SAFM Common Stock Disposed to Issuer -$3.11M -15.3K -100% $203.00 0 Jul 22, 2022 Direct
transaction SAFM Common Stock Disposed to Issuer -$6.72K -33.1 -100% $203.00 0 Jul 22, 2022 By 401(k) Plan
transaction SAFM Common Stock Disposed to Issuer -$682K -3.36K -100% $203.00 0 Jul 22, 2022 Allocated to Reporting Person's Account in Issuer ESOP F1

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 +1.5K $0.00 1.5K Jul 22, 2022 Common Stock 839 Direct F2, F3
transaction SAFM Performance Shares (2019) Options Exercise $0 -839 -55.93% $0.00 661 Jul 22, 2022 Common Stock 839 Direct F2, F3
transaction SAFM Performance Shares (2020) Award $0 +2.65K $0.00 2.65K Jul 22, 2022 Common Stock 2.28K Direct F2, F3
transaction SAFM Performance Shares (2020) Options Exercise $0 -2.28K -86.15% $0.00 367 Jul 22, 2022 Common Stock 2.28K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tim Rigney is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects allocations not reported on the Reporting Person's previous ownership report.
F2 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.
F3 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.