PILGRIMS PRIDE CORP — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PILGRIMS PRIDE CORP (PPC)
CIK: 0000802481
Period of Report: 2012-02-29

Reporting Person: JBS USA Holdings, Inc. (10% Owner)
Reporting Person: Sobrinho Jose Batista (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: Batista Jose JR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock, par value $0.01 per share	X	29865897	$4.50	Acquired	174006322	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-29	Subscription Rights (right to buy)	$4.50	X	144140425	Disposed	2012-02-29	Common Stock, par value $0.01 per share (29865897)	Direct

Footnotes

F1: The reporting persons exercised in full their basic subscription rights (each subscription right entitling them to purchase 0.2072 shares of Pilgrim's Pride Corporation ("PPC") common stock, par value $0.01 per share, at a subscription price equal to $4.50 per share), issued pro rata to holders of PPC common stock on the January 17, 2012 record date for the rights offering, under the basic subscription privilege in the rights offering. The reporting persons will acquire these shares of common stock when issued by PPC at the closing of the rights offering.

F2: Pursuant to the rights offering, the reporting persons have exercised their over-subscription privilege in full and may acquire additional shares of PPC's common stock in the rights offering 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 are not purchased by PPC's stockholders as part of the basic subscription as of the expiration of the rights offering. Any such additional shares (once determined) will be reported by the reporting persons on a subsequent Form 4.

F3: As more particularly described in 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 on March 1, 2012, the Reporting Owners listed above, together with the other 13D Reporting Persons, share beneficial ownership of the shares of common stock of Pilgrim's Pride Corporation directly owned by JBS USA. The ownership of all of the Reporting Owners listed above, other than JBS USA, is indirect.