UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sanderson Farms, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
800013104
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(CUSIP Number)
December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange act of 1934
NAME OF ISSUER: Sanderson Farms, Inc.
TITLE OF CLASS OF SECURITIES: Class A Common Stock
CUSIP NUMBER: 800013104
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Cook Asset Management, Inc.
d/b/a SouthernSun Asset Management
62-1378280
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
TN, U.S.A.
5. SOLE VOTING POWER
1,242,351
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
1,294,721
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,294,721
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.65%
12. TYPE OF REPORTING PERSON*
IA
Item 1:
a. Name of Issuer
Sanderson Farms, Inc.
b. Address of Issuer's Principal Executive Offices:
127 Flynt Road
PO Box 988
Laurel, MS 39443
Item 2.
a. Name of Person Filing
Michael W. Cook Asset Management
d/b/a SouthernSun Asset Management
b. Address of Principal Business Office
6070 Poplar Avenue, Suite 300
Memphis, TN 38119
c. Citizenship
TN, U.S. A.
d. Title of Class of Securities
Common Stock
e. CUSIP Number: 800013104
Item 3. If (his statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(e) X - Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Item 4. Ownership:
a. Amount Beneficially Owned 1,294,721
b. Percent of Class 5.65%
c. Number of shares as to which such person has:
i. sole power to vote or to direct the vote 1,242,351
ii. shared power to vote or to direct the vote N/A
iii. sole power to dispose or to direct the disposition of 1,294,721
iv. shared power to dispose or to direct the disposition of N/A
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following : N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required. N/A
Item 7: Identification 2nd Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
l(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-l(c), attach an
exhibit stating the identification of the relevant subsidiary. - N/A
Item 8. Identification 2nd Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-l(b)(ii)(H), so indicate
under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule I 3d- 1(c), attach an exhibit stating the identity of each
member of the group. - N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity See Item 5.- N/A
Item 10: Certification
The following certification shall be included if the statement is filed pursuant
to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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.
Date: February 13, 2013
/s/ William P. Halliday
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William P. Halliday
Chief Compliance Officer