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