Sec Form 4/A Filing - BUTTS LAMPKIN @ SANDERSON FARMS INC - 2018-12-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BUTTS LAMPKIN
2. Issuer Name and Ticker or Trading Symbol
SANDERSON FARMS INC [ SAFM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
127 FLYNT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/27/2018
(Street)
LAUREL, MS39443
4. If Amendment, Date Original Filed (MM/DD/YY)
12/28/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares ( 1 ) 12/27/2018 A 8,706 ( 1 ) ( 1 ) Common Stock 8,706 $ 0 8,706 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUTTS LAMPKIN
127 FLYNT ROAD
LAUREL, MS39443
X President and COO
Signatures
/s/ Tim Rigney, Attorney-in-Fact 11/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The performance shares were awarded on November 1, 2016. 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, 2018. The performance measures were return on equity and return on sales. On December 27, 2018, the Issuer's Compensation Committee determined that based on the Issuer's actual performance, the Reporting Person is entitled to the number of shares reported in Table II. The earned shares are subject to an additional one-year vesting period before they are issued and will vest, as long as the Reporting Person remains continuously employed with the Issuer (with some exceptions), on October 31, 2019.

Remarks:
This amended report is filed to correct the number of performance shares to which the Reporting Person was determined to be entitled by the Issuer's Compensation Committee on December 27, 2018.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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