Statement of Changes in Beneficial Ownership (4)
May 13 2019 - 1:13PM
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).
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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
Estimated average burden
hours per response...
0.5
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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
*
Whitmore Justin
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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 Cont Impr & CSO
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(Last)
(First)
(Middle)
2200 W DON TYSON PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2019
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(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
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3/19/2019
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J
(1)
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110.303
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A
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$0
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10994.966
(2)
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D
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Class A Common Stock
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5/10/2019
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A
(3)
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2242.827
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A
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$79.81
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13237.793
(4)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents 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.
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(2)
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Includes 4,424.701 shares of Class A Common Stock which vest on May 12, 2020 if the Reporting Person is employed by the Issuer on the vesting date and 2,310.543 shares which vest on November 13, 2020 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and the Reporting Person is employed by the Issuer on the vesting date; and 4,259.722 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.
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(3)
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Award of Class A Common Stock which vests on May 10, 2022 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a target cumulative adjusted operating income from March 31, 2019 to October 2, 2021 as set forth in the SIA. If the performance metric is not achieved, the award expires.
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(4)
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Includes 4,424.701 shares of Class A Common Stock which vest on May 12, 2020 if the Reporting Person is employed by the Issuer on the vesting date and 2,310.543 shares which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved and the Reporting Person is employed by the Issuer on the vesting date; 4,259.722 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 2,242.827 shares of Class A Common Stock which vest on May 10, 2022 if the performance metric described in the applicable SIA is achieved.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Whitmore Justin
2200 W DON TYSON PARKWAY
SPRINGDALE, AR 72762
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EVP Cont Impr & CSO
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Signatures
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/s/ R. Read Hudson by Power of Attorney for Justin Whitmore
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5/13/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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