Statement of Changes in Beneficial Ownership (4)

Date : 11/20/2019 @ 9:39PM
Source : Edgar (US Regulatory)
Stock : Tyson Foods (TSN)
Quote : 84.57  0.0 (0.00%) @ 12:00AM

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
                                                                                  
OMB APPROVAL
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 *

Rouse Scott
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)
EVP & Chief Customer Officer
(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)  84.71 A$0 30661.476 (2)D  
Class A Common Stock 11/14/2019  J(3)  232.8055 A$0 933.122 I Employee Stock Purchase Plan 
Class A Common Stock 11/18/2019  M(4)  3673.81 A$0 34335.286 (2)D  
Class A Common Stock 11/18/2019  F(5)  1149 D$0 33186.286 (2)D  
Class A Common Stock 11/18/2019  A(6)  3611.914 A$0 36798.20 (7)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  (8)11/18/2019  M     6856.36   (8) (8)Class A Common Stock 6856.36 $0 0 D  
Performance Shares  (9)11/18/2019  A   14447.656     (9) (9)Class A Common Stock 14447.656  (9)14447.656 D  
Non-Qualified Stock Options (Right to Buy) $89.98 11/18/2019  A (10)  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 1,805.776 shares of Class A Common Stock which vest on November 28, 2019; 8,049.814 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; 3,996.473 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 5,587.33 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA 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 6,856.36 performance shares which vested or expired on November 18, 2019 subject to the achievement of performance criteria in the applicable SIA. 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, 3,673.81 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 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 1,805.776 shares of Class A Common Stock which vest on November 28, 2019; 8,049.814 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 3,996.473 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; 5,587.33 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 3,611.914 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 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rouse Scott
2200 W. DON TYSON PARKWAY
SPRINGDALE, AR 72762


EVP & Chief Customer Officer

Signatures
/s/ Scott Rouse11/20/2019
**Signature of Reporting PersonDate

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