SEC Form 4 · accession 0000100493-15-000145

TYSON FOODS, INC. · TSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John H Tyson

Officer — Chairman of the Board · Director

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 Stock^F2	Sep 15, 2015	J	134	$0.00	A	2,054,689	D
Class A Common Stock	Nov 19, 2015	J	261	$0.00	A	113,740	I	Employee Stock Purchase Plan
Class A Common Stock^F2	Nov 30, 2015	A	33,306	$0.00	A	2,087,995	D
Class A Common Stock^F2	Nov 30, 2015	S	15,075	$50.00	D	2,072,920	D
Class A Common Stock^F2	Nov 30, 2015	M	98,347	$0.00	A	2,171,267	D
Class A Common Stock^F2	Nov 30, 2015	S	44,515	$50.00	D	2,126,752	D
Class A Common Stock^F2	Nov 30, 2015	A	25,051	$0.00	A	2,151,803	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F6	—	Nov 30, 2015	M	103,306	D	—	—	Class A Common Stock	103,306	0	D
Performance Shares^F9	—	Nov 30, 2015	A	100,203	A	—	—	Class A Common Stock	100,203	100,203	D
Non-Qualified Stock Options (Right to Buy)	$50.00	Nov 30, 2015	A	109,202	A	Nov 30, 2016	Nov 30, 2025	Class A Common Stock	109,202	109,202	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.
F10The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
F2Includes 19,997.6839 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 21,504.0458 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, 33,305.565 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, 98,347.1080 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.
F9Award 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 are (1) achievement of a three year (fiscal 2016-2018) cumulative EBIT target as set forth in the Incentive Agreement and (2) a favorable comparison of the market price of the Issuer's Class A Common Stock to a peer group of publicly traded companies selected by the Compensation Committee of the Board of Directors of Issuer over a three year (fiscal 2016-2018) period, as more particularly described in the Stock Incentive Agreement. Subject to the achievement of the performance criteria in the applicable Stock Incentive Agreement, 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.