Initial Statement of Beneficial Ownership (3)
December 19 2017 - 4:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Glendinning Stewart
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/15/2017
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3. Issuer Name
and
Ticker or Trading Symbol
TYSON FOODS INC [TSN]
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(Last)
(First)
(Middle)
2200 W DON TYSON PARKWAY
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Executive Vice President /
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(Street)
SPRINGDALE, AR 72762
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Class A Common Stock
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9130.189
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Shares
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(2)
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(2)
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Class A Common Stock
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36520.756
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(2)
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D
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Non-Qualified Stock Options (Right to Buy)
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12/15/2018
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12/15/2027
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Class A Common Stock
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37774.0
(3)
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$81.28
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D
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Non-Qualified Stock Options (Right to Buy)
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12/11/2020
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12/15/2027
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Class A Common Stock
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15270.0
(4)
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$81.28
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D
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Explanation of Responses:
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(1)
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Award of Class A Common Stock which vests on November 20, 2020 if the performance metric described in the applicable Stock Incentive Agreement (the Incentive Agreement) is achieved and the Reporting Person is employed by the Issuer on the vesting date. The performance metric is achievement of a three year (fiscal 2018-2020) cumulative operating income target as set forth in the Incentive Agreement. If the performance metric is not achieved, the award expires.
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(2)
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Award of performance Class A Common Stock which vests on November 20, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance metrics set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2018-2020) cumulative operating income target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2018-2020) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50 percent to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics is achieved, the award expires.
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(3)
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The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
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(4)
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The stock options vest on December 11, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Glendinning Stewart
2200 W DON TYSON PARKWAY
SPRINGDALE, AR 72762
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Executive Vice President
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Signatures
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/s/ Stewart Glendinning
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12/19/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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