SEC Form 4 · accession 0000100493-18-000132
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Rouse
Officer — EVP & Chief Customer Officer
Period of report
Sep 18, 2018
Accepted (ET)
Nov 21, 2018 · 12:04 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 18, 2018 | J | 134 | $0.00 | A | 21,335 | D | |
| Class A Common Stock | Nov 15, 2018 | J | 456 | $0.00 | A | 2,503 | I | Employee Stock Purchase Plan |
| Class A Common StockF5 | Nov 19, 2018 | A | 5,470 | $0.00 | A | 26,805 | 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) | $59.42 | Nov 19, 2018 | A | 28,635 | A | Nov 19, 2019 | Nov 19, 2028 | Class A Common Stock | 28,635 | 28,635 | D |
| Performance SharesF7 | — | Nov 19, 2018 | A | 21,878 | A | — | — | Class A Common Stock | 21,878 | 21,878 | 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 1,556.504 shares of Class A Common Stock which vest on November 30, 2018; 1,759.676 shares of Class A Common Stock which vest on November 18, 2019; 7,880.110 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") is achieved; and 3,912.222 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is 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.
- F4Award of Class A Common Stock which vests on November 29, 2021 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a three year (fiscal 2019-2021) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires.
- F5Includes 1,556.504 shares of Class A Common Stock which vest on November 30, 2018; 1,759.676 shares of Class A Common Stock which vest on November 18, 2019; 7,880.110 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 3,912.222 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 5,469.539 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable Stock Incentive Agreement is achieved.
- F6The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
- F7Award of performance Class A Common Stock which vests on November 29, 2021 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2019-2021) cumulative operating income 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 2019-2021) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires.