SEC Form 4 · accession 0000100493-17-000161
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Noel W White
Officer — Grp Pres FM & Intl
Period of report
Sep 19, 2017
Accepted (ET)
Nov 21, 2017 · 4:45 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 | 647 | $0.00 | A | 143,816 | D | |
| Class A Common Stock | Nov 16, 2017 | J | 1,329 | $0.00 | A | 12,535 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Nov 17, 2017 | M | 31,237 | $0.00 | A | 175,053 | D | |
| Class A Common StockF2 | Nov 17, 2017 | F | 15,260 | $0.00 | D | 159,793 | D | |
| Class A Common StockF2 | Nov 17, 2017 | F | 5,529 | $0.00 | D | 154,264 | D | |
| Class A Common StockF8 | Nov 17, 2017 | A | 8,657 | $0.00 | A | 162,921 | 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 17, 2017 | M | 35,019 | D | — | — | Class A Common Stock | 35,019 | 0 | D |
| Non-Qualified Stock Options (Right to Buy) | $77.97 | Nov 17, 2017 | A | 37,027 | A | Nov 17, 2018 | Nov 17, 2027 | Class A Common Stock | 37,027 | 37,027 | D |
| Performance SharesF10 | — | Nov 21, 2017 | A | 34,629 | A | — | — | Class A Common Stock | 34,629 | 34,629 | 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.
- 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.
- F2Includes 11,316.5185 shares of Class A Common Stock which vested as described in footnote 6; 23,904.4752 shares of Class A Common Stock which vest on July 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement (SIA) are achieved and the Reporting Person is employed by Issuer on the vesting date; 12,831.763 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable SIA are achieved; 11,095.179 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable SIA are achieved; and 2,598.808 shares of Class A Common Stock which vest on February 14, 2020 if the performance metrics described in the applicable SIA 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 21, 2014 the Reporting Person received a grant of 35,019 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, 31,236.686 shares vested and are reported herein as acquired non-derivatives securities and 3,782.314 shares expired.
- F5Pursuant to an election made by the Reporting Person, 15,260 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, 11,316.5185 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, 5,529 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 23,904.4752 shares of Class A Common Stock which vest on July 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement (SIA) are achieved and the Reporting Person is employed by Issuer on the vesting date; 12,831.763 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable SIA are achieved; 11,095.179 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable SIA are achieved; 2,598.808 shares of Class A Common Stock which vest on February 14, 2020 if the performance metrics described in the applicable SIA are achieved; and 8,657.176 shares of Class A Common Stock which vest on November 13, 2020 if the performance metrics described in the applicable SIA are achieved.
- F9The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.