Edgar Filing: SMITHFIELD FOODS INC

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 ^*

MURPHY WENDELL H

2. Issuer Name and Ticker or Trading Symbol
SMITHFIELD FOODS INC [SFD]

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

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

(Last)

(First)

(Middle)

P.O. BOX 1087

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

(Street)

ROSE HILL, NC 28458

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2007		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		276,262	D	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	1,296,588	D
Common Stock								15,000	I	By limited liability company
Common Stock								15,000	I	By limited liability company
Common Stock								4,000	I	By spouse
Common Stock								3	I	By corporation

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

Put equivalent position (obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

03/30/2007

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

287,860

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Common Stock

287,860

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MURPHY WENDELL H P.O. BOX 1087 ROSE HILL, NC 28458	X

Signatures

/s/ Mark Roberts, as Attorney-in-Fact		04/03/2007
^**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)	On March 30, 2007, the Reporting Person settled his obligation to deliver common stock of the issuer ("Common Stock") or an equivalent amount of cash (if elected by him) pursuant to a prepaid variable forward contract entered into on June 30, 2004 (the "Contract") with an unaffiliated third party buyer ("Buyer"). The Contract obligated the Reporting Person to deliver to Buyer up to 287,860 shares of Common Stock (or an equivalent amount of cash) on the maturity date of the Contract (June 30, 2007 or such earlier date as the parties determined). In exchange for assuming this obligation, the Reporting Person received a cash payment of $7,588,259 as of the date of entering into the Contract. The Reporting Person pledged 287,860 shares of Common Stock (the "Pledge Shares") to secure his obligations under the Contract, and retained voting rights in the Pledged Shares during the period of the pledge.
(2)	(continuation of prior footnote) The Reporting Person paid to Buyer all dividends received on the Pledge Shares during the period of the pledge. The Contract provided that the number of shares (or equivalent amount of cash) deliverable by the Reporting Person on the maturity date would be determined as set forth in footnote (3) below, on the basis of share prices of the Common Stock.
(3)	(continuation of prior footnote) (a) If the Closing Price, as determined in the Contract, were less than or equal to $29.6189 (the "Floor Price"), the Reporting Person would deliver to Buyer the entire amount of Pledge Shares; (b) if the Closing Price were between the Floor Price and $35.5427 (the "Cap Price"), the Reporting Person would deliver to Buyer a number of shares determined by reference to a formula specified in the Contract; and (c) if the Closing Price were greater than the Cap Price, the Reporting Person would deliver to Buyer a number of shares determined by reference to a formula in the Contract.
(4)	(continuation of prior footnote) The parties agreed to a maturity date of March 30, 2007. The Closing Price of the shares of Common Stock was $29.6736. Accordingly, on March 30, 2007, the Reporting Person settled his obligation by delivering to Buyer 276,262 shares of Common Stock, having a value of $8,197,698.08, and retaining ownership of the remaining 11,598 Pledged Shares.

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