Sec Form 4 Filing - SANDERSON JOE F JR @ SANDERSON FARMS INC - 2021-12-22

FORM 4 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 SANDERSON JOE F JR 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) CEO, Chairman of the Board (Last) (First) (Middle) 127 FLYNT ROAD, P.O. BOX 988 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) LAUREL, MS39443 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 12/22/2021 G V 56,067 D $ 0( 1 ) 655,421 D Common Stock 12/28/2021 G V 13,334 D $ 0( 1 ) 642,087 D Common Stock 07/22/2022 M 35,500 A $ 0 677,587 D Common Stock 07/22/2022 M 41,000 A $ 0 718,587 D Common Stock 07/22/2022 D 718,587 D $ 203 0 D Common Stock 07/22/2022 D 9,808 D $ 203 0 I By spouse. Common Stock 07/22/2022 D 107,206.1928( 2 ) D $ 203 0 I Allocated to Reporting Person's account in Issuer ESOP.

Table II - Derivative Securities Acquire d, 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 (2019) ( 3 )( 4 ) 07/22/2022 A 35,500 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 35,500 $ 0 35,500 D Performance Shares (2019) ( 3 )( 4 ) 07/22/2022 M 35,500 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 35,500 $ 0 0 D Performance Shares (2020) ( 3 )( 4 ) 07/22/2022 A 41,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 41,000 $ 0 41,000 D Performance Shares (2020) ( 3 )( 4 ) 07/22/2022 M 41,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 41,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANDERSON JOE F JR 127 FLYNT ROAD P.O. BOX 988 LAUREL, MS39443 X CEO, Chairman of the Board Signatures /s/ Tim Rigney, Attorney-in-Fact 07/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction was a gift. Thus, there was no price. ( 2 )Reflects allocations not reported on the Reporting Person's previous ownership report. ( 3 )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. ( 4 )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.

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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