Statement of Changes in Beneficial Ownership (4)

Date : 11/20/2019 @ 9:38PM
Source : Edgar (US Regulatory)
Stock : Tyson Foods (TSN)
Quote : 85.93  -2.03 (-2.31%) @ 11:47PM
After Hours
Last Trade
Last $ 86.00 ▲ 0.07 (0.08%)

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
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OMB Number: 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
                      

1. Name and Address of Reporting Person *

Whitmore Justin
2. Issuer Name and Ticker or Trading Symbol

TYSON FOODS, INC. [ TSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
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(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 9/16/2019  J(1)  124.667 A$0 13362.46 (2)D  
Class A Common Stock 11/18/2019  A(3)  3611.914 A$0 16974.374 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares  (5)11/18/2019  A   14447.656     (5) (5)Class A Common Stock 14447.656  (5)14447.656 D  
Non-Qualified Stock Options (Right to Buy) $89.98 11/18/2019  A (6)  19392    11/18/2020 11/18/2029 Class A Common Stock 19392.0 $0 19392 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 4,470.283 shares of Class A Common Stock which vest on May 12, 2020 if the Reporting Person is employed by the Issuer on the vesting date; 2,331.277 shares which vest on November 13, 2020 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and the Reporting Person is employed by the Issuer on the vesting date; 4,297.947 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 2,262.953 shares of Class A Common Stock which vest on May 10, 2022 if the performance metric described in the applicable SIA is achieved.
(3) Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable Stock Incentive Award Agreement (the "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.
(4) Includes 4,470.283 shares of Class A Common Stock which vest on May 12, 2020 if the Reporting Person is employed by the Issuer on the vesting date; 2,331.277 shares which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved and the Reporting Person is employed by the Issuer on the vesting date; 4,297.947 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved; 2,262.953 shares of Class A Common Stock which vest on May 10, 2022 if the performance metric described in the applicable SIA is achieved and and 3,611.914 shares of Class A Common Stock which vest on May 10, 2022 if the performance metric described in the applicable SIA is achieved.
(5) 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.
(6) The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Whitmore Justin
2200 W DON TYSON PARKWAY
SPRINGDALE, AR 72762


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Signatures
/s/ R. Read Hudson by Power of Attorney for Justin Whitmore11/20/2019
**Signature of Reporting PersonDate

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