SANDERSON WILLIAM R 4

4 · SANDERSON FARMS INC · Filed Jan 12, 2004

Form 4

Period: 2004-01-08

Director

Transactions

Exercise/Conversion
Employee Stock Options (Right to Buy)
2004-01-09−5,625→ 1,875 total
Exercise: $7.19From: 2001-05-01Exp: 2010-04-30→ Common Stock (5,625 underlying)
Exercise/Conversion
Common Stock
2004-01-08$7.47/sh+5,625$42,012→ 216,727 total
Sale
Common Stock
2004-01-09$39.66/sh−475$18,837→ 220,002 total
Exercise/Conversion
Phantom Stock Rights
2004-01-08−5,625→ 1,875 total
Exercise: $7.47From: 2001-04-24Exp: 2010-04-23→ Common Stock (5,625 underlying)
Exercise/Conversion
Employee Stock Options (Right to Buy)
2004-01-09−2,500→ 0 total
Exercise: $13.00From: 1999-04-23Exp: 2008-04-22→ Common Stock (2,500 underlying)
Sale
Common Stock
2004-01-09$39.56/sh−6,800$268,980→ 211,102 total
Sale
Common Stock
2004-01-09$39.70/sh−2,500$99,250→ 220,477 total
Exercise/Conversion
Employee Stock Options (Right to Buy)
2004-01-09−3,750→ 3,750 total
Exercise: $11.10From: 2002-04-27Exp: 2011-04-26→ Common Stock (3,750 underlying)
Exercise/Conversion
Common Stock
2004-01-09$13.00/sh+2,500$32,500→ 213,602 total
Exercise/Conversion
Common Stock
2004-01-09$11.10/sh+3,750$41,625→ 222,977 total
Disposition to Issuer
Common Stock
2004-01-08$39.97/sh−5,625$224,831→ 211,102 total
Exercise/Conversion
Common Stock
2004-01-09$7.19/sh+5,625$40,433→ 219,227 total
Sale
Common Stock
2004-01-09$39.70/sh−2,100$83,374→ 217,902 total

Holdings

Common Stock
(indirect: By Children)
28,134
Common Stock
(indirect: Allocated to the Reporting Persons account in Issuer ESOP.)
9,934
Common Stock
(indirect: As co-executor of the Estate of Joe Frank Sanderson.)
1,742,817

Footnotes (4)

[F1]Upon conversion of a Phantom Stock Right, the holder therof is entitled to receive an amount of cash equal to: (i) the number of shares of Phantom Stock converted times the fair market value per share of the Company's common stock on that date, less (ii) the number of shares of Phantom Stock converted times the exercise price per share. The Company's Audit Committee has approved the conversion of Phantom Stock Rights for cash by the Reporting Person as reported in this form.
[F2]The Reporting Person disclaims beneficial ownership of these shares.
[F3]Exercisable for a 10-year period, with vesting beginning on the date indicated, which was one year from the date of grant. Vesting continues thereafter at 25% per year on each anniversary date until fully vested.
[F4]Reflects ESOP allocations that have been made since the date of the Reporting Persons last ownership report.

Documents

1 file