SEC Form 4 · accession 0001528906-15-000002
CAL-MAINE FOODS INC · CALM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sherman Miller
Officer — Vice President, COO · Director
Period of report
Dec 26, 2014
Accepted (ET)
Jan 20, 2015 · 4:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000016160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 15, 2015 | A | 2,500 | $36.63 | A | 9,700 | D | |
| Common stockF4 | Dec 26, 2014 | D | 400 | $0.00 | D | 0 | I | Owned by wife |
| Common StockF2 | holding | — | — | — | 2,385 | I | By KSOP | |
| Common StockF5 | holding | — | — | — | 1,635 | I | Owed by wife |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Award of time-vesting restricted stock pursuant to Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, subject to continuing employment. The award was approved by a committee composed solely of two or more non-employee directors of the issuer for purposes of Rule 16b-3 and includes an optional tax withholding feature. The award will vest 100% on the third anniversary of the date of grant, which was January 15, 2015.
- F2Allocation of KSOP Shares at January 16, 2015.
- F3The employment of the reporting person's spouse by issuer terminated on December 26, 2014, and since she was not vested in these restricted shares at that time, such restricted shares were forfeited to the issuer upon termination of employment.
- F4The reporting person disclaims beneficial ownership of all securities held by his wife, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner for the purposes of Section 16 or any other purpose.
- F5Allocation of spouse's KSOP Shares at January 16, 2015.