SEC Form SC 13D/A filed by Pilgrim's Pride Corporation (Amendment)

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Item 1. Security and Issuer

This Amendment No. 9 (this “Amendment No. 9”) amends and supplements the Statement on Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2010, as amended on November 8, 2010, on January 3, 2012, on March 1, 2012, on March 7, 2012, on March 13, 2012, on December 28, 2015, on December 30, 2015 and on August 13, 2022 (the “Statement”), with respect to Common Stock, par value $0.01 per share (the “Common Stock”), of Pilgrim’s Pride Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1770 Promontory Circle, Greeley, Colorado 80634-9038. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Item 2. Identity and Background

On January 22, 2022, JBS Ansembourg Holding S.à r.l. (“JBS Ansembourg”) was merged with and into JBS Petrusse Finance S.à r.l (“JBS Petrusse”), a private limited liability company, with JBS Petrusse surviving the merger as a wholly owned subsidiary of JBS USA Lux S.A. with the same principal office, business purpose and managers as JBS Ansembourg prior to the merger.  Accordingly, all references in Amendment No. 8 to the Statement to JBS Ansembourg Holding S.à r.l. and JBS Ansembourg are hereby amended and replaced with references to JBS Petrusse Finance S.à r.l. and JBS Petrusse, respectively.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by the addition of the following:

On February 17, 2022, JBS Brazil issued a material fact notice announcing that JBS Brazil had withdrawn its previously announced proposal to acquire all of the outstanding shares of Common Stock that are not owned by JBS Brazil or its subsidiaries. A copy of the material fact notice is filed as Exhibit 99.2 to Amendment No. 9, and the information set forth in the notice is incorporated by reference herein.

As previously reported, JBS Brazil and each of the other Reporting Persons intends to regularly review its investment in the Issuer.

Based on such review, as well as other factors (including those described in the final sentence of this paragraph), the Reporting Persons and/or other persons affiliated with them may, and reserve the right to, either alone or as part of a group, (a) acquire additional securities of the Issuer (including shares of Common Stock), through open market purchases, publicly or privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Issuer (including shares of Common Stock) owned by it in the open market, in publicly or privately negotiated transactions, in underwritten offerings or otherwise or (c) take any other available course of action, including (i) engaging in discussions with the Issuer’s management, board of directors and shareholders and other relevant parties or (ii) encouraging, causing or seeking to cause the Issuer or such persons to consider or explore extraordinary corporate transactions involving the Issuer. Such extraordinary corporate transactions could include a merger, reorganization or take-private transaction that could result in the delisting of the Common Stock from the Nasdaq Global Select Market; acquisitions or dispositions of assets or businesses; repurchases or changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors. Any such actions the Reporting Persons might undertake may be made at any time without prior notice based on, among other things, the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition; the market price for the Issuer’s securities; other opportunities available to the Reporting Persons; general market, industry and economic conditions; and changes in law and government regulations.

Furthermore, the Reporting Persons may, and reserve the right to, formulate plans or make other proposals that could relate to or result in any of the matters listed in Items 4(a)–(j) of Schedule 13D; modify or withdraw any such plan or proposal; or change its intentions with respect to previous plans or proposals, in each case at any time.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and replaced in its entirety as follows:

(a) and (b)

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of Amendment No. 9 and the information set forth in Item 4 of this Statement are hereby incorporated by reference in this Item 5. As a result of the ownership structure and other relationships described in Item 2 of the Statement, each of the Reporting Persons is the beneficial owner, with shared voting and dispositive power with the other Reporting Persons, of 195,445,936 shares of Common Stock, of which JBS Wisconsin is the direct beneficial owner, that were acquired in connection with the Purchase Agreement and Contribution Agreement. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 243,675,522 shares of Common Stock outstanding as of October 27, 2021.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by the addition of the following exhibits to this Amendment No. 9:

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