SEC Form 4 · accession 0000100493-17-000158

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 18, 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 Stock	Sep 18, 2017	J	1,637	$0.00	A	116,469	I	Employee Stock Purchase Plan
Class A Common Stock^F3	Sep 19, 2017	J	1,219	$0.00	A	2,410,177	D
Class A Common Stock^F3	Nov 17, 2017	M	60,781	$0.00	A	2,470,958	D
Class A Common Stock^F3	Nov 17, 2017	J	27,512	$0.00	D	2,443,446	D
Class A Common Stock^F3	Nov 17, 2017	J	9,520	$0.00	D	2,433,926	D
Class A Common Stock^F8	Nov 17, 2017	A	16,833	$0.00	A	2,450,760	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^F4	—	Nov 17, 2017	M	68,142	D	—	—	Class A Common Stock	68,142	0	D
Non-Qualified Stock Options (Right to Buy)	$77.97	Nov 17, 2017	A	71,997	A	Nov 17, 2018	Nov 17, 2027	Class A Common Stock	71,997	71,997	D
Performance Shares^F10	—	Nov 21, 2017	A	67,334	A	—	—	Class A Common Stock	67,334	67,334	D

Explanation of responses

F1Represents 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.
F10Award 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.
F2Represents 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.
F3Includes 22,019.9618 shares of Class A Common Stock which vested as described in footnote 6; 25,651.846 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 2018 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and, 21,775.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved.
F4On November 21, 2014 the Reporting Person received a grant of 68,142 performance shares which vested (in whole or in part) or expired on November 17, 2017 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 $8,704 million for the 2015-2017 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 2015-2017 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 17, 2017, 60,781.11 shares vested and are reported herein as acquired non-derivatives securities and 7,360.89 shares expired.
F5Pursuant to an election made by the Reporting Person, 27,512 shares were sold by the Reporting Person to the Issuer on November 17, 2017, to satisfy tax withholding obligations related to the vesting described in footnote 4.
F6On November 17, 2017, 22,019.9618 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, 9,520 shares were sold by the Reporting Person to the Issuer on November 17, 2017, to satisfy tax withholding obligations.
F7Award 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.
F8Includes 25,651.846 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 2018 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved; 21,775.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and, 16,833.397 shares of Class A Common Stock which vest on November 13, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are achieved.
F9The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.