SEC Form 4 · accession 0000100493-18-000151
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
Dec 1, 2018
Accepted (ET)
Dec 4, 2018 · 1:27 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 | Dec 1, 2018 | M | 95,323 | $0.00 | A | 2,571,855 | D | |
| Class A Common StockF4 | Dec 1, 2018 | F | 40,668 | $0.00 | D | 2,531,187 | D | |
| Class A Common StockF4 | Dec 1, 2018 | F | 11,128 | $0.00 | D | 2,520,059 | D | |
| Class A Common Stock | holding | — | — | — | 118,424 | I | Employee Stock Purchase Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF6 | — | Dec 1, 2018 | M | 100,203 | D | — | — | Class A Common Stock | 100,203 | 0 | D |
Explanation of responses
- F1On November 30, 2015 the Reporting Person received a grant of 50,101.5 performance shares which vested or expired on December 1, 2018 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 $6,877 million for the 2016-2018 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 2016-2018 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 December 1, 2018, 95,323.437 shares vested and are reported herein as acquired non-derivatives securities and 4,879.563 shares expired.
- F2Includes 26,082.455 shares of Class A Common Stock which vested on December 1, 2018 as described in footnote 5; 22,141.254 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; 17,115.974 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 24,402.558 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.
- F3Pursuant to an election made by the Reporting Person, 40,668 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 1.
- F4Includes 22,141.254 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 17,115.974 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 24,402.558 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.
- F5On December 1, 2018, 26,082.455 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, 11,128 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.
- F6A portion of these performance shares vested as described in footnote 1. The remainder of the award expired.