0001209191-22-043179.txt : 20220726
0001209191-22-043179.hdr.sgml : 20220726
20220726103536
ACCESSION NUMBER: 0001209191-22-043179
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220722
FILED AS OF DATE: 20220726
DATE AS OF CHANGE: 20220726
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RIGNEY TIM
CENTRAL INDEX KEY: 0001560893
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14977
FILM NUMBER: 221105260
MAIL ADDRESS:
STREET 1: 127 FLYNT ROAD, P.O. BOX 988
CITY: LAUREL
STATE: MS
ZIP: 39441
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SANDERSON FARMS INC
CENTRAL INDEX KEY: 0000812128
STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015]
IRS NUMBER: 640615843
STATE OF INCORPORATION: MS
FISCAL YEAR END: 1031
BUSINESS ADDRESS:
STREET 1: 225 N 13TH AVE
STREET 2: PO BOX 988
CITY: LAUREL
STATE: MS
ZIP: 39441
BUSINESS PHONE: 6016494030
MAIL ADDRESS:
STREET 1: 225 N 13TH AVENUE
STREET 2: PO BOX 988
CITY: LAUREL
STATE: MS
ZIP: 39441
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-07-22
1
0000812128
SANDERSON FARMS INC
SAFM
0001560893
RIGNEY TIM
127 FLYNT ROAD
LAUREL
MS
39443
0
1
0
0
Controller/Secretary
Common Stock
2022-07-22
4
M
0
839
0.00
A
13031
D
Common Stock
2022-07-22
4
M
0
2283
0.00
A
15314
D
Common Stock
2022-07-22
4
D
0
15314
203.00
D
0
D
Common Stock
2022-07-22
4
D
0
33.0805
203.00
D
0
I
By 401(k) Plan
Common Stock
2022-07-22
4
D
0
3359.7786
203.00
D
0
I
Allocated to Reporting Person's Account in Issuer ESOP
Performance Shares (2019)
2022-07-22
4
A
0
1500
0.00
A
Common Stock
839
1500
D
Performance Shares (2019)
2022-07-22
4
M
0
839
0.00
D
Common Stock
839
661
D
Performance Shares (2020)
2022-07-22
4
A
0
2650
0.00
A
Common Stock
2283
2650
D
Performance Shares (2020)
2022-07-22
4
M
0
2283
0.00
D
Common Stock
2283
367
D
Reflects allocations not reported on the Reporting Person's previous ownership report.
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.
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.
/s/ Tim Rigney
2022-07-25