FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ (TSN) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/30/2006 | J(1) | V | 9,191 | A | $0 | 1,022,182 | D | ||
Class A Common Stock | 10/31/2006 | J(2) | V | 857 | A | $0 | 22,203 | I | By ESPP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qual. Performance-Based Options (right to buy) | $15.37 | 11/17/2006 | A | 500,000 | 12/31/2009(3) | 11/17/2016(3) | Class A Common Stock | 500,000 | $0 | 500,000 | D | ||||
Non-Qualified Stock Option(right to buy) | $15.37 | 11/17/2006 | A | 500,000 | 11/17/2008(4) | 11/17/2016(4) | Class A Common Stock | 500,000 | $0 | 500,000 | D | ||||
Phantom Stock(5) | $0.00 | 09/30/2006 | J | V | 9,530 | (5) | (5) | Class A Common Stock | 9,530 | $0 | 170,280 | D |
Explanation of Responses: |
1. Represents 9,191 restricted shares of Class A Common Stock received by the reporting person pursuant to a dividend reinvestment feature under the Company's Stock Plans. Such acquisition is exempt from Section 16 reporting requirments purusuant to Rule 16a-11. |
2. Represents 857 shares of Class A Common Stock purchased from 9-1-06 to 10-31-06 for the reporting person's account under the Company's Employee Stock Purchase Plan. Such acquisitions are exempt from Section 16 reporting requirements pursuant to Rule 16a-3. |
3. All 500,000 stock options will vest on December 31, 2009, so long as earnings per share ("EPS"), based on the operating earnings of the Company for the 2009 fiscal year, are at least $1.34. If the $1.34 EPS threshold is not met, the options will expire without vesting. |
4. The Stock Options vest at 40% on 11-17-08 and 20% each year thereafter for the following three years. |
5. When the Company acquired IBP, inc. in September of 2001, and Mr. Bond became an officer of the Company, Mr. Bond's initial Form 3 incorrectly reported 110,750 shares of phantom stock (IBP phantom stock converted into Company phantom stock) that was deferred into the IBP Retirement Income Plan ("RIP") as shares of Company restricted stock. This Form 4 corrects the error by reporting such shares in the total amount of phantom stock beneficially owned by Mr. Bond (Item 9, Table II) (previously reported as 50,000 shares), and has decreased the total amount of restricted shares beneficially owned by Mr. Bond (Item 5, Table I) . In addition, Mr. Bond has received 9,530 shares of phantom stock pursuant to a dividend reinvestment feature under the RIP, which acquisition is exempt from Section 16 reporting requirements pursuant to Section 16a-11. |
/s/ Bond, Richard L. | 11/21/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |