SEC FORM 4

SEC Form 4

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^*

Thamodaran Dhamu R.

(Last)

(First)

(Middle)

200 COMMERCE STREET

(Street)

SMITHFIELD

23460

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [ SFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, par value $.50	09/09/2013		G	V	4,434	D	$0.00	98,617	D
common stock, par value $.50	09/26/2013		D		98,617	D	$34⁽¹⁾	0	D
common stock, par value $.50	09/26/2013		D		7,322.29	D	$34⁽¹⁾	0	I	Shares held in 401K of reporting person
common stock, par value $.50	09/26/2013		D		380.9559	D	$34⁽¹⁾	0	I	shares held in 401k of reporting persons's spouse
common stock, par value $.50	09/26/2013		D		1,000	D	$34⁽¹⁾	0	I	shares in custodial trust for daughter

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$21.94	09/26/2013		D			20,000	⁽²⁾	06/20/2018	common stock	20,000	$12.06⁽²⁾	0	D
Employee Stock Option (right to buy)	$15.43	09/26/2013		D			20,000	⁽²⁾	06/21/2017	common stock	20,000	$18.57⁽²⁾	0	D
Employee Stock Option (right to buy)	$13.3	09/26/2013		D			15,000	⁽²⁾	07/06/2016	common stock	15,000	$20.7⁽²⁾	0	D
Employee Stock Option (right to buy)	$23.75	09/26/2013		D			10,000	06/16/2013	06/16/2018	common stock	10,000	$10.25⁽³⁾	0	D
Employee Stock Option (right to buy)	$32.4	09/26/2013		D			25,000	06/11/2012	06/11/2017	common stock	25,000	$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			15,000	05/24/2009	05/24/2014	common stock	15,000	$4⁽³⁾	0	D
Performance Share Units	⁽⁴⁾	09/26/2013		A		10,000		⁽⁴⁾	⁽⁴⁾	common stock	10,000	$0.00	10,000	D
Performance Share Units	⁽⁴⁾	09/26/2013		D			10,000	⁽⁴⁾	⁽⁴⁾	common stock	10,000	$34⁽⁴⁾	0	D
Performance Share Units	⁽⁵⁾	09/26/2013		A		30,000		⁽⁵⁾	⁽⁵⁾	common stock	30,000	$0.00	30,000	D
Performance Share Units	⁽⁵⁾	09/26/2013		D			30,000	⁽⁵⁾	⁽⁵⁾	common stock	30,000	$34⁽⁵⁾	0	D

Explanation of Responses:

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 10,000 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 15,000 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.

Remarks:

	/s/ by Michael H. Cole, as attorney-in-fact	09/26/2013
	** 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).
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