Statement of Changes in Beneficial Ownership (4)
December 01 2021 - 5:28PM
Edgar (US Regulatory)
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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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
*
Glendinning Stewart |
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) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
2200 W DON TYSON PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2021 |
(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 | 11/29/2021 | | M(1) | | 17998.359 | A | $0 | 62168.631 | D | |
Class A Common Stock | 11/29/2021 | | F(2) | | 8145 | D | $81.34 | 54023.631 | D | |
Class A Common Stock | 11/29/2021 | | F(3) | | 3885 | D | $81.34 | 50138.631 | D | |
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 | (4) | 11/29/2021 | | M | | | 31975.766 | (4) | (4) | Class A Common Stock | 31975.766 | $0 | 0 | D | |
Explanation of Responses: |
(1) | On November 19, 2018 the Reporting Person received a grant of 31,975.766 performance shares which vested or expired on November 29, 2021 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $9,986 million for the 2019-2021 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2019-2021 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 29, 2021, 17,998.359 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired. |
(2) | Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 1. |
(3) | On November 29, 2021, 8,584.488 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, 3,885 shares were withheld by the Issuer to satisfy tax withholding obligations. |
(4) | A portion of these performance shares vested as described in footnote 1. The remainder of the award expired. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Glendinning Stewart 2200 W DON TYSON PARKWAY SPRINGDALE, AR 72762 |
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| EVP & Chief Financial Officer |
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Signatures
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/s/ Mark Liberman as Power of Attorney for Stewart Glendinning | | 12/1/2021 |
**Signature of Reporting Person | Date |
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