Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 5:36PM
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
*
Miller Shane |
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 Fresh Meats |
(Last)
(First)
(Middle)
2200 W DON TYSON PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2021 |
(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 | 11/19/2021 | | F(1) | | 534 | D | $0 | 16122.38 | D | |
Class A Common Stock | 11/19/2021 | | A(2) | | 5674.15 | A | $0 | 21796.53 (3) | D | |
Class A Common Stock | | | | | | | | 4528.8349 (4) | 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. 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 | (5) | 11/19/2021 | | A | | 22696.602 | | (5) | (5) | Class A Common Stock | 22696.602 | (5) | 22696.602 | D | |
Non-Qualified Stock Options (Right to Buy) | $81.51 | 11/19/2021 | | A (6) | | 27980 | | 11/19/2022 | 11/19/2031 | Class A Common Stock | 27980.0 | $0 | 27980 | D | |
Explanation of Responses: |
(1) | On November 19, 2021, 1,355.445 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 534 shares were withheld by the Issuer to satisfy tax withholding obligations. |
(2) | Restricted Stock award of Class A Common Stock which vests on November 19, 2024. |
(3) | Includes 103.636 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. |
(4) | Includes 503.2537 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. |
(5) | Award of performance Class A Common Stock which vests on November 19, 2024 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2022-2024) 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 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) average return on invested capital target. 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 none of the performance metrics are achieved, the award expires. |
(6) | 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 |
Miller Shane 2200 W DON TYSON PARKWAY SPRINGDALE, AR 72762 |
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| Group President Fresh Meats |
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Signatures
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/s/ Mark Liberman as Power of Attorney for Shane Miller | | 11/23/2021 |
**Signature of Reporting Person | Date |
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