SMITHFIELD FOODS INC — Director's Dealing 2011

Jul 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITHFIELD FOODS INC (SFD)
CIK: 0000091388
Period of Report: 2011-07-06

Reporting Person: POPE C LARRY (Director, President and C.E.O.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	common stock, par value $.50	F	42200	$22.43	Disposed	630400	Direct

Footnotes

F1: On July 6, 2009, the reporting person was granted 300,000 performance share units (PSUs) under the Company's 2008 Incentive Compensation Plan. Each PSU represented a contingent right to receive one share of common stock. As previously reported, on June 16, 2011, the PSUs converted into 300,000 shares of common stock based on the achievement of the pre-established performance goal during the 2011 fiscal year. Of these shares, 33% vested on June 16, 2011 and 33% vested on July 6, 2011. The remainder will vest on July 6, 2012. This filing is being made to report the shares of common stock surrendered back to the Company to satisfy tax withholding obligations related to the shares that vested on July 6, 2011.