Form Type: 4

SEC EDGAR Link
Accession Number:0000100493-19-000149
Date:2019-09-16
Issuer: TYSON FOODS, INC. (TSN)
Original Submission Date:

Reporting Person:

ROUSE SCOTT
2200 W. DON TYSON PARKWAY
SPRINGDALE, AR 72762

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-16 J 85 a $0.00 30,661 direct
CLASS A COMMON STOCK 2019-11-14 J 233 a $0.00 933 indirect
CLASS A COMMON STOCK 2019-11-18 M 3,674 a $0.00 34,335 direct
CLASS A COMMON STOCK 2019-11-18 F 1,149 d $0.00 33,186 direct
CLASS A COMMON STOCK 2019-11-18 A 3,612 a $0.00 36,798 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE SHARES 0.0 2019-11-18 deemed execution date M 6,856 (d) class a common stock 6,856 $0.00 0 direct
PERFORMANCE SHARES 0.0 2019-11-18 deemed execution date A 14,448 (a) class a common stock 14,448 $0.00 14,448 direct
NON-QUALIFIED STOCK OPTIONS (RIGHT TO BUY) 89.98 2019-11-18 deemed execution date A 19,392 (a) 2020-11-18 2029-11-18 class a common stock 19,392 $89.98 19,392 direct
Footnotes
IDfootnote
f1 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.
f2 includes 1,805.776 shares of class a common stock which vest on november 28, 2019; 8,049.814 shares of class a common stock which vest on february 14, 2020 if the performance metric described in the applicable stock incentive agreement ("sia") is achieved; 3,996.473 shares of class a common stock which vest on november 13, 2020 if the performance metric described in the applicable sia is achieved; and 5,587.33 shares of class a common stock which vest on november 29, 2021 if the performance metric described in the applicable sia is achieved.
f3 represents 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.
f4 on november 28, 2016 the reporting person received a grant of 6,856.36 performance shares which vested or expired on november 18, 2019 subject to the achievement of performance criteria in the applicable sia. the performance criteria were (a) a cumulative adjusted earnings before interest and taxes (ebit) target of $9,365 million for the 2017-2019 fiscal years and (b) a favorable comparison of the issuer's class a total shareholder return relative to the total shareholder return of a predetermined peer group of publicly traded companies over the 2017-2019 fiscal years. the performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. on november 18, 2019, 3,673.81 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired.
f5 pursuant to an election made by the reporting person, these shares were sold by the reporting person to the issuer on november 18, 2019, to satisfy tax withholding obligations related to the vesting described in footnote 4.
f6 award of class a common stock which vests on november 18, 2022 if the performance metric described in the applicable 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.
f7 includes 1,805.776 shares of class a common stock which vest on november 28, 2019; 8,049.814 shares of class a common stock which vest on february 14, 2020 if the performance metric described in the applicable sia is achieved; 3,996.473 shares of class a common stock which vest on november 13, 2020 if the performance metric described in the applicable sia is achieved; 5,587.33 shares of class a common stock which vest on november 29, 2021 if the performance metric described in the applicable sia is achieved and 3,611.914 shares of class a common stock which vest on november 18, 2022 if the performance metric described in the applicable sia is achieved.
f8 a portion of these performance shares vested as described in footnote 4. the remainder of the award expired.
f9 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 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.
f10 the stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant.
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