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).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

COCKRELL D MICHAEL		 2. Issuer Name and Ticker or Trading Symbol

SANDERSON FARMS INC [ SAFM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Treasurer, CFO and CLO
(Last)          (First)          (Middle)

127 FLYNT ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2021
(Street)

LAUREL, MS 39443
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/22/2021  G  V 20250 D$0.00 (1)82158 D  
Common Stock 7/22/2022  M  7500 A$0.00 89658 D  
Common Stock 7/22/2022  M  9000 A$0.00 98658 D  
Common Stock 7/22/2022  D  98658 D$203.00 0 D  
Common Stock 7/22/2022  D  3089.4006 (2)D$203.00 0 I Allocated to Reporting Person's Account in Issuer ESOP. 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares (2019)  (3)(4)7/22/2022 (3)(4) A   7500     (3)(4) (3)(4)Common Stock 7500 $0.00 7500 D  
Performance Shares (2019)  (3)(4)7/22/2022 (3)(4) M     7500   (3)(4) (3)(4)Common Stock 7500 $0.00 0 D  
Performance Shares (2020)  (3)(4)7/22/2022 (3)(4) A   9000     (3)(4) (3)(4)Common Stock 9000 $0.00 9000 D  
Performance Shares (2020)  (3)(4)7/22/2022 (3)(4) M     9000   (3)(4) (3)(4)Common Stock 9000 $0.00 0 D  
Explanation of Responses:
(1) The reported transaction was a gift. Thus, there was no price.
(2) Reflects allocations not reported on the Reporting Person's previous ownership report.
(3) The performance shares were awarded on November 1, 2019 and November 1, 2020, respectively. The awards entitled the Reporting Person to a number of shares of common stock based on the Issuer's level of achievement of return on equity and return on sales targets over a two-year period ending October 31, 2021 and October 31, 2022, respectively. The awards were subject to an additional one-year service-based vesting period before the earned shares would be paid out.
(4) Due to the pendency of the Agreement and Plan of Merger dated August 8, 2021 by and among the Issuer and the other parties thereto, the Issuer's Compensation Committee never determined whether the 2019 performance shares were earned based on the Issuer's actual performance. Moreover, the Reporting Person's employment agreement as amended on August 8, 2021 provided the performance shares would fully vest at the maximum possible level immediately prior to the effective time of the merger. The merger became effective on July 22, 2022, thereby entitling the Reporting Person to the number of shares shown in Table II.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COCKRELL D MICHAEL
127 FLYNT ROAD
LAUREL, MS 39443		X
Treasurer, CFO and CLO
Signatures
/s/ Tim Rigney, Attorney-in-Fact7/25/2022
**Signature of Reporting PersonDate
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 control number.
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