SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SULLIVAN KENNETH M

(Last)

(First)

(Middle)

200 COMMERCE ST.

(Street)

SMITHFIELD

23430

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [ SFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President & C.A.O.

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, par value $.50	06/07/2012		A		12,646⁽¹⁾	A	$0.00	20,088⁽²⁾	D
common stock, par value $.50	09/26/2013		D		20,088	D	$34⁽³⁾	0	D
common stock, par value $.50	09/26/2013		D		565.74	D	$34⁽³⁾	0	I	By 401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$20.67	09/26/2013		D			20,000	⁽⁴⁾	06/18/2019	common stock	20,000	$13.33⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$21.94	09/26/2013		D			25,000	⁽⁴⁾	06/20/2018	common stock	25,000	$12.06⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$15.43	09/26/2013		D			15,000	⁽⁴⁾	06/21/2017	common stock	15,000	$18.57⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$13.3	09/26/2013		D			10,000	⁽⁴⁾	07/06/2016	common stock	10,000	$20.7⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$23.75	09/26/2013		D			7,500	06/16/2013	06/16/2018	common stock	7,500	$10.25⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$32.4	09/26/2013		D			5,000	06/11/2012	06/11/2017	common stock	5,000	$1.6⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$31.86	09/26/2013		D			2,000	06/02/2010	06/02/2015	common stock	2,000	$2.14⁽⁵⁾	0	D
Performance Share Units	⁽⁶⁾	09/26/2013		A		30,000		⁽⁶⁾	⁽⁶⁾	common stock	30,000	$0.00	30,000	D
Performance Share Units	⁽⁶⁾	09/26/2013		D			30,000	⁽⁶⁾	⁽⁶⁾	common stock	30,000	$34⁽⁶⁾	0	D

Explanation of Responses:

1. Includes 6,323 shares of restricted stock units (RSUs) the reporting person elected to receive on a deferred basis in lieu of a portion of his 2012 annual cash incentive award pursuant to the Company's Executive Stock Purchase Plan. Also includes 6,323 RSUs representing the Company match on such deferral, subject to three year cliff-vesting.

2. Reflects the total number of shares as of immediately prior to the transaction reported on the line below.

3. Pursuant to the merger agreement, dated as of May 28, 2013, among Smithfield Foods, Inc., Shuanghui International Holdings Limited and Sun Merger Sub, Inc., these shares were cancelled and converted into the right to receive an amount in cash equal to $34.00 per share.

4. Pursuant to the merger agreement, these options (which provided for ratable vesting over a three-year period beginning on the grant date) were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options.

5. Pursuant to the merger agreement, these options were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options.

6. On June 11, 2013, the reporting person was granted an award with a target amount of 30,000 performance share units (PSUs) under the Company's 2008 Incentive Compensation Plan. Pursuant to the terms of the award and the merger agreement, these PSUs vested at the target amount as of the effective time of the merger and were converted into the right to receive an amount in cash equal to $34.00 per PSU.

Remarks:

	/s/ by Michael H. Cole, as attorney-in-fact	09/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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