Statement of Changes in Beneficial Ownership (4)
November 22 2022 - 5:00PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
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Tyson John 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) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
2200 W. DON TYSON PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2022 |
(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 | 11/18/2022 | | F(1) | | 317 | D | $65.52 | 6657.001 | D | |
Class A Common Stock | 11/18/2022 | | M(2) | | 478.657 | A | $0 | 7135.658 | D | |
Class A Common Stock | 11/18/2022 | | F(3) | | 145 | D | $65.52 | 6990.658 | D | |
Class A Common Stock | 11/18/2022 | | A(4) | | 7631.258 | A | $0 | 14621.916 | D | |
Class A Common Stock | 11/20/2022 | | F(5) | | 222 | D | $65.52 | 14433.915 (6) | D | |
Class A Common Stock | | | | | | | | 1565.2715 (7) | 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 | (8) | 11/18/2022 | | M | | | 972.438 | (8) | (8) | Class A Common Stock | 972.438 | $0 | 0 | D | |
Class A Common Stock | (9) | 11/18/2022 | | A | | 30525.031 | | (9) | (9) | Class A Common Stock | 30525.031 | (9) | 30525.031 | D | |
Class A Common Stock | $65.52 | 11/18/2022 | | A (10) | | 31606 | | 11/18/2023 | 11/18/2034 | Class A Common Stock | 31606.0 | $0 | 31606 | D | |
Explanation of Responses: |
(1) | On November 18, 2022, 1,045.476 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, 317 shares were withheld by the Issuer to satisfy tax withholding obligations. |
(2) | On November 18, 2019 the Reporting Person received a grant of performance shares which vested or expired on November 18, 2022 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $3.9 billion for the 2020-2022 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 2020-2022 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 18, 2022, 478.657 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired. |
(3) | 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 2. |
(4) | Restricted Stock award of Class A Common Stock which vests on November 18, 2025. |
(5) | On November 20, 2022, 732.804 shares of restricted stock units of 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, 222 shares were withheld by the Issuer to satisfy tax withholding obligations. |
(6) | Includes 33.999 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. |
(7) | Includes 282.9525 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. |
(8) | A portion of these performance shares vested as described in footnote 2. The remainder of the award expired. |
(9) | Award of performance Class A Common Stock which vests on November 18, 2025 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 2023-2025) 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 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) 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. |
(10) | 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 |
Tyson John R. 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 by Power of Attorney for John R. Tyson | | 11/22/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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