SMITHFIELD FOODS INC — Director's Dealing 2012

Jul 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITHFIELD FOODS INC (SFD)
CIK: 0000091388
Period of Report: 2012-07-06

Reporting Person: MANLY ROBERT W (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-06	common stock, par value $.50	F	14067	$20.08	Disposed	386115	Direct
2012-07-06	common stock, par value $.50	M	33000	$13.30	Acquired	419115	Direct
2012-07-06	common stock, par value $.50	F	26560	$20.08	Disposed	392555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-06	Employee Stock Option (right to buy)	$13.30	M	33000	Disposed	2016-07-06	common stock (33000)	Direct

Footnotes

F1: On July 6, 2009, the reporting person was granted 100,000 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 pre-established performance goal for this award was met and 33% of the PSU's vested immediately, and another 33% vested on July 6, 2011. The remainder vested 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, 2012.

F2: The option vested in three equal annual installments beginning on July 6, 2010.