Initial Statement of Beneficial Ownership (3)
August 10 2020 - 9:58AM
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
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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
*
Thomas Phillip W |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/31/2020
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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 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) VP, Controller & CAO / |
(Street)
SPRINGDALE, AR 72762
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 12692.8801 (1) | D | |
Class A Common Stock | 1084.5433 | I | Employee Stock Purchase Plan |
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) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Shares | (2) | (2) | Class A Common Stock | 561.113 | (2) | D | |
Performance Shares | (3) | (3) | Class A Common Stock | 736.284 | (3) | D | |
Performance Shares | (4) | (4) | Class A Common Stock | 486.219 | (4) | D | |
Non-Qualified Stock Options (Right to Buy) | 11/21/2015 | 11/21/2024 | Class A Common Stock | 1200.0 | $42.26 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/30/2016 | 11/30/2025 | Class A Common Stock | 643.0 | $50.0 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/28/2017 | 11/28/2026 | Class A Common Stock | 2261.0 | $58.34 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/17/2018 (5) | 11/17/2027 | Class A Common Stock | 2400.0 | $77.97 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/19/2019 (5) | 11/19/2028 | Class A Common Stock | 3855.0 | $59.42 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/18/2020 (5) | 11/18/2029 | Class A Common Stock | 2611.0 | $89.98 | D | |
Explanation of Responses: |
(1) | Includes 1,188.895 shares of Class A Common Stock which vest on November 17, 2020; 1,534.297 shares of Class A Common Stock which vest on November 19, 2021; and 991.841 shares of Class A Common Stock which vest on November 18, 2022. |
(2) | Award of performance Class A Common Stock which vests on November 13, 2020 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance criteria set forth in the SIA are (1) achievement of a three year (fiscal 2018-2020) cumulative EBIT 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 criteria is achieved, the award expires. |
(3) | Award of performance Class A Common Stock which vests on November 29, 2021 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 2019-2021) 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 2019-2021) 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. |
(4) | 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. |
(5) | These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thomas Phillip W 2200 W. DON TYSON PARKWAY SPRINGDALE, AR 72762 |
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| VP, Controller & CAO |
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Signatures
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/s/ Phillip W. Thomas | | 8/10/2020 |
**Signature of Reporting Person | Date |
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