COCKRELL D MICHAEL 4
4 · SANDERSON FARMS INC · Filed Jul 26, 2022
Insider Transaction Report
Form 4
COCKRELL D MICHAEL
DirectorTreasurer & CFO
Transactions
- Gift
Common Stock
2021-12-22−20,250→ 82,158 total - Disposition to Issuer
Common Stock
2022-07-22$203.00/sh−3,089.401$627,148→ 0 total(indirect: Allocated to Reporting Person's Account in Issuer ESOP.) - Award
Performance Shares (2020)
2022-07-22+9,000→ 9,000 total→ Common Stock (9,000 underlying) - Exercise/Conversion
Performance Shares (2020)
2022-07-22−9,000→ 0 total→ Common Stock (9,000 underlying) - Exercise/Conversion
Common Stock
2022-07-22+7,500→ 89,658 total - Exercise/Conversion
Common Stock
2022-07-22+9,000→ 98,658 total - Disposition to Issuer
Common Stock
2022-07-22$203.00/sh−98,658$20,027,574→ 0 total - Award
Performance Shares (2019)
2022-07-22+7,500→ 7,500 total→ Common Stock (7,500 underlying) - Exercise/Conversion
Performance Shares (2019)
2022-07-22−7,500→ 0 total→ Common Stock (7,500 underlying)
Footnotes (4)
- [F1]The reported transaction was a gift. Thus, there was no price.
- [F2]Reflects allocations not reported on the Reporting Person's previous ownership report.
- [F3]The performance shares were awarded on November 1, 2019 and November 1, 2020, respectively. The awards entitled the Reporting Person to a number of shares of common stock based on the Issuer's level of achievement of return on equity and return on sales targets over a two-year period ending October 31, 2021 and October 31, 2022, respectively. The awards were subject to an additional one-year service-based vesting period before the earned shares would be paid out.
- [F4]Due to the pendency of the Agreement and Plan of Merger dated August 8, 2021 by and among the Issuer and the other parties thereto, the Issuer's Compensation Committee never determined whether the 2019 performance shares were earned based on the Issuer's actual performance. Moreover, the Reporting Person's employment agreement as amended on August 8, 2021 provided the performance shares would fully vest at the maximum possible level immediately prior to the effective time of the merger. The merger became effective on July 22, 2022, thereby entitling the Reporting Person to the number of shares shown in Table II.