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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 21.94 | 09/26/2013 | D | 15,000 | (2) | 06/20/2018 | common stock | 15,000 | $ 12.06 (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 15.43 | 09/26/2013 | D | 15,000 | (2) | 06/21/2017 | common stock | 15,000 | $ 18.57 (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 13.3 | 09/26/2013 | D | 7,500 | (2) | 07/06/2016 | common stock | 7,500 | $ 20.7 (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 23.75 | 09/26/2013 | D | 7,500 | 06/16/2013 | 06/16/2018 | common stock | 7,500 | $ 10.25 (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 32.4 | 09/26/2013 | D | 10,000 | 06/11/2012 | 06/11/2017 | common stock | 10,000 | $ 1.6 (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 31.86 | 09/26/2013 | D | 3,000 | 06/02/2010 | 06/02/2015 | common stock | 3,000 | $ 2.14 (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 30 | 09/26/2013 | D | 7,500 | 05/24/2009 | 05/24/2014 | common stock | 7,500 | $ 4 (3) | 0 | D | ||||
Performance Share Units | (4) | 09/26/2013 | A | 20,000 | (4) | (4) | common stock | 20,000 | $ 0 | 20,000 | D | ||||
Performance Share Units | (4) | 09/26/2013 | D | 20,000 | (4) | (4) | common stock | 20,000 | $ 34 (4) | 0 | D | ||||
Performance Share Units | (5) | 09/26/2013 | A | 20,000 | (5) | (5) | common stock | 20,000 | $ 0 | 20,000 | D | ||||
Performance Share Units | (5) | 09/26/2013 | D | 20,000 | (5) | (5) | common stock | 20,000 | $ 34 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Treacy Dennis H. 200 COMMERCE STREET SMITHFIELD, VA 23430 |
Executive Vice President |
/s/ by Michael H. Cole, as attorney-in-fact | 09/26/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the merger agreement, dated as of May 28, 2013, among Smithfield Foods, Inc., Shuanghui International Holdings Limited and Sun Merger Sub, Inc., these shares were cancelled and converted into the right to receive an amount in cash equal to $34.00 per share. |
(2) | Pursuant to the merger agreement, these options (which provided for ratable vesting over a three-year period beginning on the grant date) were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options. |
(3) | Pursuant to the merger agreement, these options were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such options and (ii) the excess of $34.00 over the exercise price of the options. |
(4) | On June 11, 2013, the reporting person was granted an award with a target amount of 20,000 performance share units (PSUs) under the Company's 2008 Incentive Compensation Plan. Pursuant to the terms of the award and the merger agreement, these PSUs vested at the target amount as of the effective time of the merger and were converted into the right to receive an amount in cash equal to $34.00 per PSU. |
(5) | On June 14, 2012, the reporting person was granted an award with a target amount of 10,000 PSUs under the Company's 2008 Incentive Compensation Plan. Pursuant to the terms of the award and the merger agreement, these PSUs vested at 200% of the target amount as of the effective time of the merger and were converted into the right to receive an amount in cash equal to $34.00 per PSU. |