SEC Form 4 · accession 0001340962-16-000003
TYSON FOODS, INC. · TSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Noel W White
Officer — President Poultry
Period of report
Dec 17, 2015
Accepted (ET)
Mar 1, 2016 · 4:10 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 17, 2015 | J | 171 | $0.00 | A | 113,290 | D | |
| Class A Common Stock | Feb 25, 2016 | J | 499 | $0.00 | A | 9,627 | I | Employee Stock Purchase Plan |
| Class A Common StockF2 | Feb 26, 2016 | M | 78,453 | $19.63 | A | 191,743 | D | |
| Class A Common StockF4,F2 | Feb 26, 2016 | S | 78,453 | $66.02 | D | 113,290 | D | |
| Class A Common StockF5,F2 | Mar 1, 2016 | M | 5,312 | $0.00 | A | 118,602 | 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) | $19.63 | Feb 26, 2016 | M | 0 | D | Nov 28, 2012 | Nov 28, 2021 | Class A Common Stock | 78,453 | 0 | D |
| 4.75 Percent Tangible Equity UnitsF5 | — | Mar 1, 2016 | M | 5,000 | D | — | — | Class A Common Stock | 5,000 | 0 | 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 14,037.577 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2016 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved; includes 11,082.3265 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2017 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved; includes 23,412.7132 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and includes 12,566.211 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are 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.
- F4This is a weighted average price. These shares were sold in multiple transactions on February 26, 2016 at prices ranging from $65.76 to $66.18, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
- F5Represents an election by the Reporting Person to settle prior to maturity the purchase contract component of the 4.75% Tangible Equity Units previously reported by the Reporting Person at the rate of 1.0624 shares of the Issuer's Class A Common Stock per unit.