SEC Form 4 · accession 0000100493-15-000144
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis Leatherby
Officer — EVP & CFO
Period of report
Sep 15, 2015
Accepted (ET)
Dec 2, 2015 · 2:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000100493
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Sep 15, 2015 | J | 78 | $0.00 | A | 113,965 | D | |
| Class A Common Stock | Nov 19, 2015 | J | 956 | $0.00 | A | 4,821 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Nov 30, 2015 | A | 14,654 | $0.00 | A | 128,620 | D | |
| Class A Common StockF2 | Nov 30, 2015 | S | 7,159 | $50.00 | D | 121,461 | D | |
| Class A Common StockF2 | Nov 30, 2015 | M | 43,273 | $0.00 | A | 164,733 | D | |
| Class A Common StockF2 | Nov 30, 2015 | S | 21,140 | $50.00 | D | 143,593 | D | |
| Class A Common StockF2 | Nov 30, 2015 | A | 8,432 | $0.00 | A | 152,026 | D | |
| Class A Common StockF2 | Dec 2, 2015 | M | 8,000 | $15.37 | A | 160,026 | D | |
| Class A Common StockF2 | Dec 2, 2015 | M | 8,000 | $15.06 | A | 168,026 | D | |
| Class A Common StockF2 | Dec 2, 2015 | M | 40,000 | $4.90 | A | 208,026 | D | |
| Class A Common StockF2 | Dec 2, 2015 | M | 26,667 | $12.02 | A | 234,693 | D | |
| Class A Common StockF9,F2 | Dec 2, 2015 | S | 82,667 | $50.954 | D | 152,026 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF6 | — | Nov 30, 2015 | M | 45,454 | D | — | — | Class A Common Stock | 45,454 | 0 | D |
| Performance SharesF10 | — | Nov 30, 2015 | A | 33,730 | A | — | — | Class A Common Stock | 33,730 | 33,730 | D |
| Non-Qualified Stock Options (Right to Buy) | $50.00 | Nov 30, 2015 | A | 36,759 | A | Nov 30, 2016 | Nov 30, 2025 | Class A Common Stock | 36,759 | 36,759 | D |
| Non-Qualified Stock Options (Right to Buy) | $15.37 | Dec 2, 2015 | M | 8,000 | D | Nov 17, 2008 | Nov 17, 2016 | Class A Common Stock | 8,000 | 0 | D |
| Non-Qualified Stock Options (Right to Buy) | $15.06 | Dec 2, 2015 | M | 8,000 | D | Nov 16, 2009 | Nov 16, 2017 | Class A Common Stock | 8,000 | 0 | D |
| Non-Qualified Stock Options (Right to Buy) | $4.90 | Dec 2, 2015 | M | 40,000 | D | Nov 14, 2010 | Nov 14, 2018 | Class A Common Stock | 40,000 | 0 | D |
| Non-Qualified Stock Options (Right to Buy) | $12.02 | Dec 2, 2015 | M | 26,667 | D | Nov 30, 2010 | Nov 30, 2019 | Class A Common Stock | 26,667 | 13,333 | D |
Explanation of responses
- F1Represents 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.
- F10Award of performance Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance criteria set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2016-2018) cumulative EBIT target and (2) a favorable comparison of the market price of the Issuer's Class A Common Stock to a predetermined peer group of publicly traded companies over a three year (fiscal 2016-2018) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50%-200% and are reported as derivative securities at the 200% level. If neither of the performance criteria is achieved, the award expires.
- F11The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
- F2Includes 9,278.9249 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2016 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved; and 7,467.32 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2017 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved.
- F3Represents 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.
- F4On November 26, 2012, the Reporting Person received a grant of restricted Class A Common Stock which were scheduled to vest on November 30, 2015 provided the Company achieved adjusted EBIT of more than $100 million in the aggregate for the 2013-2015 fiscal years. On November 30, 2015, 14,654.449 shares of restricted Class A Common Stock vested.
- F5Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 4.
- F6On November 26, 2012 the Reporting Person received a grant of performance shares which vested or expired on November 30, 2015 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $3,844 million for the 2013- 2015 fiscal years and (b) a favorable comparison of the Issuer's Class A common stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2013- 2015 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 30, 2015, 43,272.728 shares vested and are reported herein as acquired non-derivatives securities.
- F7Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 6.
- F8Award of Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved. The performance criterion is achievement of a three year (fiscal 2016-2018) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance criterion is not achieved, the award expires.
- F9This is a weighted average price. These shares were sold in multiple transactions on December 2, 2015. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.