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PILGRIMS PRIDE CORP Director's Dealing 2010

Jan 20, 2010

30631_dirs_2010-01-20_862a6fa3-ecdd-4b30-86b8-02c5d2bf1e8a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PILGRIMS PRIDE CORP (PPC)
CIK: 0000802481
Period of Report: 2010-01-18

Reporting Person: JBS USA Holdings, Inc. (10% Owner)
Reporting Person: Batista Flora Mendonca (10% Owner)
Reporting Person: Ramos Valeria Batista Mendonca (10% Owner)
Reporting Person: Batista Vanessa Mendonca (10% Owner)
Reporting Person: Batista Vivianne Mendonca (10% Owner)
Reporting Person: JJBJ Participacoes LTDA. (10% Owner)
Reporting Person: JJMB Participacoes LTDA. (10% Owner)
Reporting Person: VLBM Participacoes LTDA. (10% Owner)
Reporting Person: VNBM Participacoes LTDA. (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-18 Common Stock J 2742805 Acquired 137140425 Direct

Footnotes

F1: As more particularly described in the Statement on Schedule 13D (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 (the "SEC") on January 7, 2010, the Amended and Restated
Employment Agreement, dated as of January 27, 2009, between Pilgrim's Pride Corporation ("PPC") and Don Jackson provides
that 1,542,828 shares of Old Common Stock (as defined in the Schedule 13D) will vest, effective as of December 27, 2009, in
Don Jackson's favor in the event that certain performance conditions set forth therein are determined to have been
satisfied.

F2: On January 18, 2010, PPC determined that such performance conditions had been satisfied. Therefore, in accordance with the
terms of the Stock Purchase Agreement, dated as of September 16, 2009, as amended (the "Stock Purchase Agreement"), between
PPC and JBS USA, the number of shares of common stock of PPC ("Common Stock") acquired by JBS USA on December 28, 2009 (the
"Closing Date") was 137,140,425 (in lieu of the 134,397,620 shares of Common Stock previously reported on the Form 3 filed
by the Reporting Owners listed above with the SEC on January 7, 2010).

F3: The shares of Common Stock were acquired for no consideration separate from the $800 million in cash paid by JBS USA to PPC
on the Closing Date pursuant to the Stock Purchase Agreement.

F4: As more particularly described in the Schedule 13D, the Reporting Owners listed above, together with the other 13D Reporting
Persons, share beneficial ownership of the 137,140,425 shares of Common Stock directly owned by JBS USA. The ownership of
all of the Reporting Owners listed above, other than JBS USA, is indirect.