SEC Form 4 · accession 0000100493-18-000156

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

Nov 29, 2018

Accepted (ET)

Dec 4, 2018 · 1:30 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	Nov 29, 2018	J	9	$0.00	A	3,157	I	Employee Stock Purchase Plan
Class A Common Stock^F3	Dec 1, 2018	M	32,087	$0.00	A	69,990	D
Class A Common Stock^F3	Dec 1, 2018	F	12,365	$0.00	D	57,625	D
Class A Common Stock^F6	Dec 1, 2018	F	2,138	$0.00	D	55,487	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F7	—	Dec 1, 2018	M	33,730	D	—	—	Class A Common Stock	33,730	0	D

Explanation of responses

F1Represents 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.
F2On November 30, 2015 the Reporting Person received a grant of 16,864.95 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, 32,087.254 shares vested and are reported herein as acquired non-derivatives securities and 1,642.646 shares expired.
F3Includes 8,779.732 shares of Class A Common Stock which vested on December 1, 2018 as described in footnote 5; 7,477.704 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; 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.
F4Pursuant to an election made by the Reporting Person, 12,365 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 2.
F5On December 1, 2018, 8,779.732 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, 2,138 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.
F6Includes 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.
F7A portion of these performance shares vested as described in footnote 2. The remainder of the award expired.