4//SEC Filing
RIGNEY TIM 4
Accession 0001209191-22-043179
CIK 0000812128other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 10:35 AM ET
Size
21.6 KB
Accession
0001209191-22-043179
Insider Transaction Report
Form 4
RIGNEY TIM
Controller/Secretary
Transactions
- Exercise/Conversion
Common Stock
2022-07-22+839→ 13,031 total - Disposition to Issuer
Common Stock
2022-07-22$203.00/sh−3,359.779$682,035→ 0 total(indirect: Allocated to Reporting Person's Account in Issuer ESOP) - Award
Performance Shares (2019)
2022-07-22+1,500→ 1,500 total→ Common Stock (839 underlying) - Exercise/Conversion
Performance Shares (2020)
2022-07-22−2,283→ 367 total→ Common Stock (2,283 underlying) - Exercise/Conversion
Common Stock
2022-07-22+2,283→ 15,314 total - Disposition to Issuer
Common Stock
2022-07-22$203.00/sh−15,314$3,108,742→ 0 total - Disposition to Issuer
Common Stock
2022-07-22$203.00/sh−33.081$6,715→ 0 total(indirect: By 401(k)) - Exercise/Conversion
Performance Shares (2019)
2022-07-22−839→ 661 total→ Common Stock (839 underlying) - Award
Performance Shares (2020)
2022-07-22+2,650→ 2,650 total→ Common Stock (2,283 underlying)
Footnotes (3)
- [F1]Reflects allocations not reported on the Reporting Person's previous ownership report.
- [F2]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.
- [F3]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. The merger agreement provided that at the effective time of the merger, the performance shares would partially vest based on the Issuer's actual performance through October 31, 2021 and the number of days elapsed during the applicable performance period. The merger became effective on July 22, 2022, thereby entitling the Reporting Person to the number of shares shown in Table II. The Reporting Person has an unvested right to receive a cash payment representing the difference between the vested number of shares and the maximum potential number of shares that could have been earned multiplied by the per share merger consideration, subject to certain conditions.
Documents
Issuer
SANDERSON FARMS INC
CIK 0000812128
Entity typeother
Related Parties
1- filerCIK 0001560893
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 10:35 AM ET
- Size
- 21.6 KB