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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 | ||||||||
| Subscription Rights (right to buy) | $ 4.5 | 03/07/2012 | X | 2,059,907 (1) (2) | 01/17/2012 | 03/07/2012 | Common Stock, par value $0.01 per share | 2,059,907 | $ 0 | 0 | I (3) | By JBS USA Holdings, Inc. (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Batista Joesley Mendonca AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 04152-000 |
X | X | ||
| /s/ Christopher Gaddis, by power of attorney | 03/07/2012 | |
| **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) | As more particularly described in the Form 4 filed by the reporting person with the United States Securities and Exchange Commission on March 2, 2012, the reporting person exercised in full its basic subscription rights in the rights offering entitling it to purchase shares of Pilgrim's Pride Corporation ("PPC") common stock. |
| (2) | Pursuant to the rights offering, the reporting person also exercised its over-subscription privilege in full to acquire additional shares of PPC's common stock 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 were not purchased by PPC's stockholders as part of the basic subscription as of the expiration of the rights offering on February 29, 2012. The reporting person will acquire 2,059,907 shares of common stock, as determined by the transfer agent on March 7, 2012, when issued by PPC at the closing. |
| (3) | As more particularly described in the Schedule 13D filed by JBS USA Holdings, Inc. ("JBS USA") and the other reporting persons identified therein (the "13D Reporting Persons") with the United States Securities and Exchange Commission on March 7, 2012 (the "Schedule 13D"), the 13D Reporting Persons share beneficial ownership of the shares of common stock of PPC directly owned by JBS USA. The ownership of the reporting person listed above is indirect. |
| (4) | As more particularly described in the Schedule 13D, Joesley Mendonca Batista, together with the other members of the Batista Family, indirectly control JBS USA. |