SEC Form 4 · accession 0000100493-16-000313
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Smith
Officer — CEO · Director
Period of report
Sep 20, 2016
Accepted (ET)
Nov 30, 2016 · 5:09 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 | 185 | $0.00 | A | 215,256 | D | |
| Class A Common Stock | Nov 17, 2016 | J | 552 | $0.00 | A | 3,294 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Nov 28, 2016 | M | 77,468 | $0.00 | A | 292,724 | D | |
| Class A Common StockF2 | Nov 28, 2016 | F | 37,844 | $0.00 | D | 254,880 | D | |
| Class A Common StockF2 | Nov 28, 2016 | F | 15,781 | $0.00 | D | 239,099 | 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 | 100,566 | D | — | — | Class A Common Stock | 100,566 | 0 | 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.
- F2Includes 32,303.498 shares of Class A Common Stock which vested as described in footnote 6 and 58,695.430 shares of Class A Common Stock which vest on or about January 1, 2017 pursuant to the Transition, Non-Compete and Consulting Agreement by and between the Issuer and the Reporting Person.
- 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 100,566 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, 77,467.505 shares vested and are reported herein as acquired non-derivatives securities.
- F5Pursuant to an election made by the Reporting Person, 37,844 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, 32,303.498 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, 15,781 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations.