SEC Form 4 · accession 0000100493-18-000133

TYSON FOODS, INC. · TSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen R Stouffer

Officer — Group President Fresh Meats

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 Stock^F2	Sep 18, 2018	J	277	$0.00	A	30,750	D
Class A Common Stock	Nov 15, 2018	J	177	$0.00	A	3,149	I	Employee Stock Purchase Plan
Class A Common Stock^F5	Nov 19, 2018	A	7,152	$0.00	A	37,903	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	37,445	A	Nov 19, 2019	Nov 19, 2028	Class A Common Stock	37,445	37,445	D
Performance Shares^F7	—	Nov 19, 2018	A	28,610	A	—	—	Class A Common Stock	28,610	28,610	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 8,779.732 shares of Class A Common Stock which vest on December 1, 2018 if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") are achieved; 7,477.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; and 5,253.773 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 8,779.732 shares of Class A Common Stock which vest on December 1, 2018 if the performance metric described in the applicable SIA is achieved; 7,477.704 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 5,253.773 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 7,152.474 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA 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.