SEC Form 4 · accession 0000100493-17-000163
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Rouse
Officer — Chief Customer Officer
Period of report
Nov 17, 2017
Accepted (ET)
Nov 21, 2017 · 4:46 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 | Nov 17, 2017 | A | 3,848 | $0.00 | A | 21,888 | 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 | 16,457 | A | Nov 17, 2018 | Nov 17, 2027 | Class A Common Stock | 16,457 | 16,457 | D |
| Performance SharesF4 | — | Nov 21, 2017 | A | 15,391 | A | — | — | Class A Common Stock | 15,391 | 15,391 | D |
Explanation of responses
- F1Award 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.
- F2Includes 2,187.5518 shares of Class A Common Stock which vest on November 21, 2017; 1,538.11 shares of Class A Common Stock which vest on November 30, 2018; 1,736.398 shares of Class A Common Stock which vest on November 18, 2019; 7,750.015 shares of Class A Common Stock which vest on February 14, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 3,847.634 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.
- F3The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
- F4Award 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.