| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ (TSN) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/28/2007 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/02/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 09/15/2007 | J(1) | V | 9,663 | A | $0 | 1,406,845 | D | ||
| Class A Common Stock | 09/28/2007 | D(2)(3) | 855,479 | D | $0 | 551,366 | D | |||
| Class A Common Stock | 09/28/2007 | J(4) | V | 2,314 | A | $0 | 28,950 | I | By ESPP | |
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Restricted Stock Units | (5) | 09/28/2007 | A(3) | 855,479.782 | (5) | (5) | Class A Common Stock | 855,479.782 | $0 | 855,479.782 | D | ||||
| Explanation of Responses: |
| 1. Represents 9,663 shares of the Issuer's restricted Class A Common Stock received by the reporting person pursuant to a dividend reinvestment feature under the Issuer 's 2000 Stock Incentive Plan through September 15, 2007. Such acquisition is exempt from Section 16 reporting requirements pursuant to Rule 16a-11. |
| 2. On September 28, 2007, the Compensation Committee of the Issuer's board of directors resolved to terminate the reporting persons' previous grants of 853,589.7829 shares of the Issuer's restricted Class A Common stock, which were to vest on February 12, 2008, and to issue a new grant of 853,589.7829 restricted stock units to be granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan, which will vest on February 12, 2008. |
| 3. Because of a clerical error, the number of shares reported should have been 855,479.782 instead of 853,589.7829, to include a previously made dividend reinvestment of 1889.9991 shares. |
| 4. Represents 656 shares of the Issuer's Class A Common Stock purchased from October 1, 2007 to October 31, 2007 for the reporting person's account under the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt from Section 16 reporting requirements pursuant to Rule 16a-3. |
| 5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units are scheduled to vest on February 12, 2008 but vesting may be accelerated as a result of the reporting person's retirement, death or disability or termination from employment by the Issuer other than for egregious circumstances. Vested shares will be delivered to the reporting person (i) on the first business day of the fiscal year after the reporting person's full time employment with the Company ends, or (ii) if there is a change of control of the Issuer, no later than 60 days after the change in control. |
| Remarks: |
| By: R. Read Hudson, by power of attorney for | 10/02/2007 | |
| ** 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. | ||