Filing Details

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On February 17, 2022, JBS Brazil issued a material fact notice announcing that JBS Brazil had withdrawn its previously announced proposal to acquire all of the outstanding shares of Common Stock that are not owned by JBS Brazil or its subsidiaries.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.

Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in Schedules I through XI and XIII attached to Amendment No. 8 or Schedule XII attached to this Amendment No. 9 (collectively, the “Schedules”), beneficially owns any shares of Common Stock or has the right to acquire any shares of Common Stock.

Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in the Schedules, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock that they may be deemed to beneficially own.

As of the date hereof, each Reporting Person disclaims beneficial ownership of the shares reported on this Statement, except to the extent of such Reporting Person’s respective pecuniary interest therein.

(c) Except as described herein, none of the Reporting Persons or, to the best of their knowledge, any of the persons listed in the Schedules, has effected any transaction in any of the shares of Common Stock during the past 60 days.

(d) Except as described herein, to the best knowledge of the Reporting Persons, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares to which this Statement relates.

(e) Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 18, 2022

SCHEDULE XII

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS S.A.