Statement of Changes in Beneficial Ownership (4)
December 01 2021 - 5:28PM
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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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
*
Bray David R. |
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 Poultry |
(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) | | 2841.846 | A | $0 | 14241.345 | D | |
Class A Common Stock | 11/29/2021 | | F(2) | | 861 | D | $81.34 | 13380.345 | D | |
Class A Common Stock | | | | | | | | 2009.0845 (3) | 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 | (4) | 11/29/2021 | | M | | | 5048.806 | (4) | (4) | Class A Common Stock | 5048.806 | $0 | 0 | D | |
Performance Shares | (5) | | | | | | | (5) | (5) | Class A Common Stock | 3334.074 | | 3334.074 | D | |
Performance Shares | (6) | | | | | | | (6) | (6) | Class A Common Stock | 4939.084 | | 4939.084 | D | |
Explanation of Responses: |
(1) | On November 19, 2018 the Reporting Person received a grant of 5,048.806 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, 2,841.846 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) | Includes 30.0024 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) | A portion of these performance shares vested as described in footnote 1. The remainder of the award expired. |
(5) | 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 apredetermined 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. This award was previously disclosed on a Form 3 and is included in this filing solely to correct an error in number of shares at the 200 percent level. |
(6) | Award of performance Class A Common Stock which vests on November 20, 2023 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 2021-2023) 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 apredetermined peer group of publicly traded companies over a three year (fiscal 2021-2023) 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. This award was previously disclosed on a Form 3 and is included in this filing solely to correct an error in number of shares at the 200 percent level. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bray David R. 2200 W DON TYSON PARKWAY SPRINGDALE, AR 72762 |
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| Group President Poultry |
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Signatures
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/s/ Mark Liberman as Power of Attorney for David R. Bray | | 12/1/2021 |
**Signature of Reporting Person | Date |
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