Statement of Changes in Beneficial Ownership (4)
27 Setembro 2013 - 1:48PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Treacy Dennis H.
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2. Issuer Name
and
Ticker or Trading Symbol
SMITHFIELD FOODS INC
[
SFD
]
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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
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(Last)
(First)
(Middle)
200 COMMERCE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2013
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(Street)
SMITHFIELD, VA 23430
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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common stock, par value $.50
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9/26/2013
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D
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22802
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D
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$34.00
(1)
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0
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D
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common stock, par value $.50
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9/26/2013
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D
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2732.94
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D
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$34.00
(1)
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0
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I
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Shares held in 401k of reporting person
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$21.94
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9/26/2013
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D
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15000
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(2)
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6/20/2018
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common stock
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15000
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$12.06
(2)
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0
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D
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Employee Stock Option (right to buy)
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$15.43
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9/26/2013
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D
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15000
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(2)
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6/21/2017
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common stock
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15000
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$18.57
(2)
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0
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D
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Employee Stock Option (right to buy)
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$13.30
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9/26/2013
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D
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7500
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(2)
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7/6/2016
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common stock
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7500
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$20.70
(2)
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0
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D
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Employee Stock Option (right to buy)
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$23.75
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9/26/2013
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D
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7500
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6/16/2013
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6/16/2018
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common stock
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7500
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$10.25
(3)
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0
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D
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Employee Stock Option (right to buy)
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$32.40
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9/26/2013
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D
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10000
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6/11/2012
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6/11/2017
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common stock
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10000
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$1.60
(3)
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0
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D
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Employee Stock Option (right to buy)
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$31.86
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9/26/2013
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D
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3000
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6/2/2010
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6/2/2015
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common stock
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3000
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$2.14
(3)
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0
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D
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Employee Stock Option (right to buy)
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$30.00
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9/26/2013
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D
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7500
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5/24/2009
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5/24/2014
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common stock
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7500
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$4.00
(3)
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0
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D
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Performance Share Units
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(4)
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9/26/2013
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A
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20000
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(4)
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(4)
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common stock
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20000
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$0.00
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20000
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D
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Performance Share Units
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(4)
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9/26/2013
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D
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20000
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(4)
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(4)
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common stock
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20000
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$34.00
(4)
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0
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D
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Performance Share Units
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(5)
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9/26/2013
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A
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20000
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(5)
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(5)
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common stock
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20000
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$0.00
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20000
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D
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Performance Share Units
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(5)
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9/26/2013
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D
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20000
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(5)
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(5)
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common stock
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20000
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$34.00
(5)
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Treacy Dennis H.
200 COMMERCE STREET
SMITHFIELD, VA 23430
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Executive Vice President
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Signatures
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/s/ by Michael H. Cole, as attorney-in-fact
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9/26/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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