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CUSIP No. 800013104
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Page 4 of 5 Pages
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(j) ☐
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A non-U.S. institution in accordance with § 240.13(d)-1(b)(1)(ii)(J);
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(j) ☐
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Group, in accordance with § 240.13(d)-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4. Ownership:
The paragraphs below set forth information for the reporting person as of the date of filing of this report with respect to the following:
(a)
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amount beneficially owned;
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(b)
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percent of class; and
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(c)
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number of shares as to which such person has: (i) sole power to vote or to direct the vote;
(ii) shared power to vote or to direct the vote; (iii) sole power to dispose or to direct the disposition; (iv) shared power to dispose or to direct the disposition.
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See page 2, Items 5 through 11.
This statement is filed on
behalf of the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan (the ESOP). As of December 31, 2019, the ESOP held 1,203,813.9530 shares of common stock of the Company, representing approximately 5.4% of the
Companys outstanding common stock. Of those shares, 1,193,245.3894 were allocated to participant accounts and 10,568.5636 were unallocated. Charles Schwab Trust Bank, in its capacity as trustee of the ESOP (the Trustee), may be
deemed to beneficially own, under applicable regulations of the Securities and Exchange Commission, the 1,203,813.9530 shares of common stock held by the ESOP. Under the terms of the ESOP, the Trustee must vote shares allocated to participant
accounts in accordance with the directions received from the participants. With respect to unallocated shares and shares for which the Trustee does not receive timely and proper voting directions from participants, the trustee must vote in the same
proportion, for and against propositions submitted to the vote of the shareholders, as the Trustee votes shares for which it receives timely and proper directions. The Trustee makes distributions of shares to participants in accordance with the plan
terms and may sell shares from time to time to meet the plans cash needs. Participants are entitled to direct the Trustee whether to tender the shares allocated to their accounts in response to a tender offer. The Trustee may not tender any
shares (including unallocated shares) for which it does not receive timely and proper directions.
Charles Schwab Trust Bank, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of common stock owned by the ESOP.
Item 5.
Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Upon distribution, the participants in the ESOP have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares of the Companys common stock that were allocated to their accounts in the ESOP.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable.