Edgar Filing: PILGRIMS PRIDE CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JBS USA Holdings, Inc.

2. Issuer Name and Ticker or Trading Symbol
PILGRIMS PRIDE CORP [PPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1770 PROMONTORY CIRCLE,

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2012

(Street)

GREELEY, CO 80634

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/07/2012		X		2,059,907 ⁽¹⁾ ⁽²⁾	A	$ 4.5	176,066,229	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (right to buy)

$ 4.5

03/07/2012

2,059,907 ⁽¹⁾ ⁽²⁾

01/17/2012

03/07/2012

Common Stock, par value $0.01 per share

2,059,907

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JBS USA Holdings, Inc. 1770 PROMONTORY CIRCLE GREELEY, CO 80634		X
VNBM Participacoes LTDA. C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
VVMB Participacoes LTDA. C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
WWMB Participacoes LTDA. C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
ZMF Participacoes LTDA. C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
J&F Participacoes S.A. C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
ZMF Fundo de Investimento em Participacoes C/O AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
JBS S.A. AV. BRIGADEIRO FERIA LIMA, 2391 2 ANDAR CONJUNTO 22, SALA 2 SAO PAULO, D5 01452-000		X
JBS Global A/S DAMPFAERGEVEJ 3 2 2100 KBF O G7		X
JBS Hungary Holdings KFT VARKONYI UTCA 15 SZOMBATHELY, K5 H-9700		X

Signatures

/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JBS USA Holdings, Inc.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of VNBM Participacoes LTDA.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of VVMB Participacoes LTDA.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of WWMB Participacoes LTDA.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of ZMF Participacoes LTDA.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of J&F Participacoes S.A.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of ZMF Fundo de Investimento em Participacoes)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JBS S.A.)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JBS Global A/S)		03/07/2012
^**Signature of Reporting Person		Date
/s/ Christopher Gaddis, by power of attorney (Signature on behalf of JBS Hungary Holdings KFT)		03/07/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As more particularly described in the Form 4 filed by JBS USA Holdings, Inc. ("JBS USA") and the other reporting persons identified therein with the United States Securities and Exchange Commission on March 2, 2012, the reporting persons exercised in full their basic subscription rights in the rights offering entitling them to purchase shares of Pilgrim's Pride Corporation ("PPC") common stock.
(2)	Pursuant to the rights offering, the reporting persons also exercised their over-subscription privilege in full to acquire additional shares of PPC's common stock 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 were not purchased by PPC's stockholders as part of the basic subscription as of the expiration of the rights offering on February 29, 2012. The reporting persons will acquire 2,059,907 shares of common stock, as determined by the transfer agent on March 7, 2012, when issued by PPC at the closing.
(3)	As more particularly described in the Schedule 13D filed by JBS USA and the other reporting persons identified therein (the "13D Reporting Persons") with the United States Securities and Exchange Commission on March 7, 2012, the 13D Reporting Persons share beneficial ownership of the shares of common stock of PPC directly owned by JBS USA. The ownership of all of the reporting persons listed above, other than JBS USA, is indirect.
Remarks: The Form is the second of two being filed by JBS USA. Two Forms are being filed as there are more than ten joint filers. Filers on the first of the two Forms are: Jose Batista Sobrinho, Flora Mendonca Batista, Jose Batista Junior, Valeria Batista Mendonca, Vanessa Mendonca Batista, Vivianne Mendonca Batista, JJBJ Participacoes LTDA., JJMB Participacoes LTDA., VLBM Participacoes LTDA., and JBS USA.

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