SANDERSON JOE F JR - 22 Dec 2021 Form 4 Insider Report for SANDERSON FARMS INC

Role
CEO, Chairman of the Board, Director
Signature
/s/ Tim Rigney, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
22 Dec 2021
Net transactions value
-$169,627,042
Form type
4
Filing time
26 Jul 2022, 10:36:25 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SAFM Common Stock Gift $0 -56,067 -7.9% $0.000000 655,421 22 Dec 2021 Direct F1
transaction SAFM Common Stock Gift $0 -13,334 -2% $0.000000 642,087 28 Dec 2021 Direct F1
transaction SAFM Common Stock Options Exercise $0 +35,500 +5.5% $0.000000 677,587 22 Jul 2022 Direct
transaction SAFM Common Stock Options Exercise $0 +41,000 +6.1% $0.000000 718,587 22 Jul 2022 Direct
transaction SAFM Common Stock Disposed to Issuer $145,873,161 -718,587 -100% $203.00 0 22 Jul 2022 Direct
transaction SAFM Common Stock Disposed to Issuer $1,991,024 -9,808 -100% $203.00 0 22 Jul 2022 By spouse.
transaction SAFM Common Stock Disposed to Issuer $21,762,857 -107,206 -100% $203.00 0 22 Jul 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 +35,500 $0.000000 35,500 22 Jul 2022 Common Stock 35,500 Direct F3, F4
transaction SAFM Performance Shares (2019) Options Exercise $0 -35,500 -100% $0.000000* 0 22 Jul 2022 Common Stock 35,500 Direct F3, F4
transaction SAFM Performance Shares (2020) Award $0 +41,000 $0.000000 41,000 22 Jul 2022 Common Stock 41,000 Direct F3, F4
transaction SAFM Performance Shares (2020) Options Exercise $0 -41,000 -100% $0.000000* 0 22 Jul 2022 Common Stock 41,000 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

SANDERSON JOE F JR 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.