Statement of Changes in Beneficial Ownership (4)

Date : 12/26/2019 @ 3:39PM
Source : Edgar (US Regulatory)
Stock : Tyson Foods (TSN)
Quote : 60.42  2.01 (3.44%) @ 4:14PM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
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
                      

1. Name and Address of Reporting Person *

Banks Samuel Dean Jr
2. Issuer Name and Ticker or Trading Symbol

TYSON FOODS, INC. [ TSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

2200 W DON TYSON PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2019
(Street)

SPRINGDALE, AR 72762
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/23/2019  J(1)  92.521 A$0 4823.34 (2)D  
Class A Common Stock 12/23/2019  A(3)  11719.006 A$0 16542.346 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares  (5)12/23/2019  A   46876.03     (5) (5)Class A Common Stock 46876.03  (5)46876.03 D  
Non-Qualified Stock Options (Right to Buy) $91.39 12/23/2019  A (6)  62926    12/23/2020 12/23/2029 Class A Common Stock 62926.0 $0 62926 D  

Explanation of Responses:
(1) 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.
(2) Includes 4,823.34 shares of the Issuer's Class A Common Stock acquired by the Reporting Person pursuant to the Deferred Fee Plan for Directors, which shares shall vest 180 days after termination of the Reporting Person's service as a member of the Issuer's board of directors.
(3) Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable Stock Incentive Award Agreement (the "SIA") is achieved. The performance metric is the achievement of a three year (fiscal 2020-2022) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires.
(4) Includes 4,823.34 shares of the Issuer's Class A Common Stock acquired by the Reporting Person pursuant to the Deferred Fee Plan for Directors, which shares shall vest 180 days after termination of the Reporting Person's service as a member of the Issuer's board of directors and 11,719.006 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.
(5) Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable Stock Incentive Agreement (the "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 a predetermined 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.
(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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Banks Samuel Dean Jr
2200 W DON TYSON PARKWAY
SPRINGDALE, AR 72762
X



Signatures
/s/ R. Read Hudson as Power of Attorney for Samuel Dean Banks, Jr.12/26/2019
**Signature of Reporting PersonDate

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