SEC Form 4 · accession 0000100493-17-000156
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas Wayne Ramsey
Officer — Group President Poultry
Period of report
Sep 19, 2017
Accepted (ET)
Nov 21, 2017 · 4:44 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 19, 2017 | J | 109 | $0.00 | A | 15,748 | D | |
| Class A Common Stock | Sep 30, 2017 | J | 1 | $0.00 | A | 96 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Nov 17, 2017 | A | 5,451 | $0.00 | A | 21,198 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (Right to Buy) | $77.97 | Nov 17, 2017 | A | 23,314 | A | Nov 17, 2018 | Nov 17, 2027 | Class A Common Stock | 23,314 | 23,314 | D |
| Performance SharesF5 | — | Nov 21, 2017 | A | 21,803 | A | — | — | Class A Common Stock | 21,803 | 21,803 | 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 2,187.5518 shares of Class A Common Stock which vest on November 21, 2017; 1,534.374 shares of Class A Common Stock which vest on November 30, 2018 and 1,305.504 shares of Class A Common Stock which vest on November 18, 2019.
- F3Award of Class A Common Stock which vests on November 13, 2020 if the performance metric described in the applicable Stock Incentive Agreement (the Incentive Agreement) are achieved and the Reporting Person is employed by the Issuer on the vesting date. The performance metrics are achievement of a three year (fiscal 2018-2020) cumulative EBIT target as set forth in the Incentive Agreement. If the performance metric is not achieved, the award expires.
- F4The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
- F5Award of performance Class A Common Stock which vests on November 13, 2020 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 2018-2020) 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 2018-2020 ) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50 percent to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance criteria is achieved, the award expires.