SEC Form 4 · accession 0001209191-16-147948

SANDERSON FARMS INC · SAFM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and COO · Director

Period of report

Oct 31, 2016

Accepted (ET)

Nov 2, 2016 · 5:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000812128

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 31, 2016	M	17,000	$0.00	A	124,984	D
Common Stock	Oct 31, 2016	F	7,925	$89.98	D	117,059	D
Common Stock	holding	—	—		—	7,304	I	Allocated to Reporting Person's Account in Issuer ESOP.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F1	—	Oct 31, 2016	M	17,000	D	—	—	Common Stock	17,000	0	D

F1The reported transaction was the vesting of performance shares that were awarded on November 1, 2013. The award entitled the Reporting Person to a number of shares of common stock based on the Issuer's level of achievement of performance measures over a two-year period ending October 31, 2015. The performance measures were return on equity and return on sales. On December 30, 2015, the Issuer's Compensation Committee determined that based on the Issuer's actual performance, the Reporting Person was entitled to the number of shares reported in Table II. However, the Reporting Person's performance share agreement provided that the earned shares would not be issued unless the Reporting Person was employed by the Issuer (with some exceptions) for an additional one-year vesting period ending on October 31, 2016. That condition has now been met.