SEC Form 4 · accession 0000100493-16-000288
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howell P Carper
Officer — EVP Operation Services
Period of report
Sep 20, 2016
Accepted (ET)
Nov 30, 2016 · 3:21 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 20, 2016 | J | 116 | $0.00 | A | 52,899 | D | |
| Class A Common Stock | Nov 17, 2016 | J | 378 | $0.00 | A | 6,697 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Nov 28, 2016 | M | 22,466 | $0.00 | A | 75,365 | D | |
| Class A Common StockF2 | Sep 20, 2016 | F | 10,976 | $0.00 | D | 64,389 | D | |
| Class A Common StockF7 | Nov 28, 2016 | F | 4,577 | $0.00 | D | 59,812 | D | |
| Class A Common StockF9 | Nov 28, 2016 | A | 7,251 | $0.00 | A | 67,063 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF4 | — | Nov 28, 2016 | M | 29,164 | D | — | — | Class A Common Stock | 29,164 | 0 | D |
| Non-Qualified Stock Options (Right to Buy) | $58.34 | Nov 28, 2016 | A | 31,522 | A | Nov 28, 2017 | Nov 28, 2026 | Class A Common Stock | 31,522 | 31,522 | D |
| Performance SharesF11 | — | Nov 28, 2016 | A | 14,502 | A | — | — | Class A Common Stock | 14,502 | 14,502 | 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.
- F11Award of performance Class A Common Stock which vests on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance metrics set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2017-2019) cumulative EBIT 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 2017-2019) period. Subject to the achievement of the performance metrics, 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 metrics are achieved, the award expires.
- F2Includes 9,368.014 shares of Class A Common Stock which vested as described in footnote 6; 7,840.583 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 metrics described in the applicable Stock Incentive Agreement are achieved; and 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are 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 22, 2013 the Reporting Person received a grant of 29,164 performance shares which vested (in whole or in part) or expired on November 28, 2016 subject to the achievement of performance metrics in the applicable Stock Incentive Agreement. The performance metrics were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $6,344 million for the 2014-2016 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 2014-2016 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 28, 2016, 22,465.576 shares vested and are reported herein as acquired non-derivatives securities.
- F5Pursuant to an election made by the Reporting Person, 10,976 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations related to the vesting described in footnote 4.
- F6On November 28, 2016, 9,368.014 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to an election made by the Reporting Person, 4,577 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations.
- F7Includes 7,840.583 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 metrics described in the applicable Stock Incentive Agreement are achieved; and 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved.
- F8Award of Class A Common Stock which vests on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved. The performance metric is achievement of a three year (fiscal 2017-2019) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance metric is not achieved, the award expires.
- F9Includes 7,840.583 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 metrics described in the applicable Stock Incentive Agreement are achieved; 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 7,250.9 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved.