SEC Form 4 · accession 0001209191-16-147960
SANDERSON FARMS INC · SAFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joe F Sanderson Jr.
Officer — CEO, Chairman of the Board · Director
Period of report
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 5:02 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 StockF1 | Oct 31, 2016 | M | 65,000 | $0.00 | A | 777,569 | D | |
| Common Stock | holding | — | — | — | 9,808 | I | By spouse. | |
| Common Stock | holding | — | — | — | 99,027 | I | Allocated to Reporting Person's account in Issuer ESOP. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1 | — | Oct 31, 2016 | M | 65,000 | D | — | — | Common Stock | 65,000 | 0 | D |
Explanation of responses
- 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.