Statement of Changes in Beneficial Ownership (4)
November 20 2019 - 4:36PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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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
*
Martin Chad Roderick |
2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC.
[
TSN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group President Poultry |
(Last)
(First)
(Middle)
2200 W. DON TYSON PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2019 |
(Street)
SPRINGDALE, AR 72762
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/16/2019 | | J(1) | | 163.226 | A | $0 | 20385.754 (2) | D | |
Class A Common Stock | 11/14/2019 | | J(3) | | 251.5726 | A | $0 | 1404.1695 | I | Employee Stock Purchase Plan |
Class A Common Stock | 11/18/2019 | | M(4) | | 803.645 | A | $0 | 21189.399 (2) | D | |
Class A Common Stock | 11/18/2019 | | F(5) | | 252 | D | $0 | 20937.399 (2) | D | |
Class A Common Stock | 11/18/2019 | | A(6) | | 4167.593 | A | $0 | 25104.992 (7) | D | |
Class A Common Stock | | | | | | | | 1500 | I | by Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Shares | (8) | 9/16/2019 | | M | | | 1499.828 | (8) | (8) | Class A Common Stock | 1499.828 | $0 | 0 | D | |
Performance Shares | (9) | 11/18/2019 | | A | | 16670.372 | | (9) | (9) | Class A Common Stock | 16670.372 | (9) | 16670.372 | D | |
Non-Qualified Stock Options (Right to Buy) | $89.98 | 11/18/2019 | | A (10) | | 22375 | | 11/18/2020 | 11/18/2029 | Class A Common Stock | 22375.0 | $0 | 22375 | D | |
Explanation of Responses: |
(1) | Represents shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11. |
(2) | Includes 1,580.052 shares of Class A Common Stock which vest on November 28, 2019; 1,041.644 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; and 13,323.15 shares of Class A Common Stock which vest on February 13, 2022 if the performance metric described in the applicable Stock Incentive Agreement is achieved. |
(3) | Represents shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase Plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16b-3. |
(4) | On November 28, 2016 the Reporting Person received a grant of 1,499.828 performance shares which vested or expired on November 18, 2019 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $9,365 million for the 2017-2019 fiscal years and (b) a favorable comparison of the Issuer's Class A total shareholder return relative to the total shareholder return of a predetermined peer group of publicly traded companies over the 2017-2019 fiscal years. The performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. On November 18, 2019, 803.645 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired. |
(5) | Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 18, 2019, to satisfy tax withholding obligations related to the vesting described in footnote 4. |
(6) | Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable Stock Incentive Award Agreement ("SIA") is achieved. The performance metric is the achievement of a three year (fiscal 2020-2022) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires. |
(7) | Includes 1,580.052 shares of Class A Common Stock which vest on November 28, 2019; 1,041.644 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; 13,323.15 shares of Class A Common Stock which vest on February 13, 2022 if the performance metric described in the applicable SIA is achieved; and 4,167.593 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved. |
(8) | A portion of these performance shares vested as described in footnote 4. The remainder of the award expired. |
(9) | Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA) are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2020-2022) 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 2020-2022) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires. |
(10) | The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Martin Chad Roderick 2200 W. DON TYSON PARKWAY SPRINGDALE, AR 72762 |
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| Group President Poultry |
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Signatures
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/s/ Chad Roderick Martin | | 11/20/2019 |
**Signature of Reporting Person | Date |
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