FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PILGRIMS PRIDE CORP [ PPC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.01 per share | 02/29/2012 | X | 29,865,897(1)(2) | A | $4.5 | 174,006,322 | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Subscription Rights (right to buy) | $4.5 | 02/29/2012 | X | 144,140,425 | 01/17/2012 | 02/29/2012 | Common Stock, par value $0.01 per share | 29,865,897 | $0 | 0 | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The reporting persons exercised in full their basic subscription rights (each subscription right entitling them to purchase 0.2072 shares of Pilgrim's Pride Corporation ("PPC") common stock, par value $0.01 per share, at a subscription price equal to $4.50 per share), issued pro rata to holders of PPC common stock on the January 17, 2012 record date for the rights offering, under the basic subscription privilege in the rights offering. The reporting persons will acquire these shares of common stock when issued by PPC at the closing of the rights offering. |
2. Pursuant to the rights offering, the reporting persons have exercised their over-subscription privilege in full and may acquire additional shares of PPC's common stock in the rights offering on a pro rata basis based on the number of shares each over-subscribing stockholder purchased under the basic subscription privilege to the extent any shares offered in the rights offering are not purchased by PPC's stockholders as part of the basic subscription as of the expiration of the rights offering. Any such additional shares (once determined) will be reported by the reporting persons on a subsequent Form 4. |
3. As more particularly described in the Schedule 13D filed by JBS USA Holdings, Inc. ("JBS USA") and the other reporting persons identified therein (including the Reporting Owners listed above) (the "13D Reporting Persons") with the United States Securities and Exchange Commission on March 1, 2012, the Reporting Owners listed above, together with the other 13D Reporting Persons, share beneficial ownership of the shares of common stock of Pilgrim's Pride Corporation directly owned by JBS USA. The ownership of all of the Reporting Owners listed above, other than JBS USA, is indirect. |
Remarks: |
The Form is the first of two being filed by JBS USA. Two Forms are being filed as there are more than ten joint filers. Filers on the second of the two Forms are: VNBM Participacoes LTDA., VVMB Participacoes LTDA., WWMB Participacoes LTDA., ZMF Participacoes LTDA., J&F Participacoes S.A., ZMF Fundo De Investimento em Participacoes, JBS S.A., JBS Global A/S, JBS Hungary Holdings KFT., and JBS USA. |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JBS USA Holdings, Inc.) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Jose Batista Sobrinho) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Flora Mendonca Batista) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Valeria Batista Mendonca Ramos) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Vanessa Mendonca Batista) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Vivianne Mendonca Batista) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JJBJ Participacoes LTDA.) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JJMB Participacoes LTDA.) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of VLBM Participacoes LTDA.) | 03/01/2012 | |
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of Jose Batista JR) | 03/01/2012 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |