0000100493-16-000290.txt : 20161130 0000100493-16-000290.hdr.sgml : 20161130 20161130152204 ACCESSION NUMBER: 0000100493-16-000290 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160920 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TYSON FOODS INC CENTRAL INDEX KEY: 0000100493 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 710225165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 BUSINESS ADDRESS: STREET 1: 2200 DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762-6999 BUSINESS PHONE: 479-290-4000 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stouffer Stephen R CENTRAL INDEX KEY: 0001592293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14704 FILM NUMBER: 162025162 MAIL ADDRESS: STREET 1: 2200 DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762 4 1 wf-form4_148053731197798.xml FORM 4 X0306 4 2016-09-20 0 0000100493 TYSON FOODS INC TSN 0001592293 Stouffer Stephen R 2200 W DON TYSON PARKWAY SPRINGDALE AR 72762 0 1 0 0 President of Fresh Meats Class A Common Stock 2016-09-20 4 J 0 167.5838 0 A 32981.814 D Class A Common Stock 2016-11-17 4 J 0 159.1384 0 A 2677.341 I Employee Stock Purchase Plan Class A Common Stock 2016-11-28 4 M 0 22465.576 0 A 55447.39 D Class A Common Stock 2016-11-28 4 F 0 9426 0 D 46021.39 D Class A Common Stock 2016-11-28 4 F 0 3930 0 D 42091.39 D Class A Common Stock 2016-11-28 4 A 0 7250.90 0 A 49342.29 D Performance Shares 2016-11-28 4 M 0 29164 0 D Class A Common Stock 29164.0 0 D Non-Qualified Stock Options (Right to Buy) 58.34 2016-11-28 4 A 0 31522 58.34 A 2017-11-28 2026-11-28 Class A Common Stock 31522.0 31522 D Performance Shares 2016-11-28 4 A 0 14501.80 A Class A Common Stock 14501.8 14501.80 D Represents 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. Includes 9,368.014 shares of Class A Common Stock which vested as described in footnote 6; 6,996.3633 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; and, 8,513.437 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. Represents 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. On November 22, 2013 the Reporting Person received a grant of 29,164 performance shares which vested (in whole or in part) or expired on November 28, 2016 subject to the achievement of performance metrics in the applicable Stock Incentive Agreement. The performance metrics were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $6,344 million for the 2014-2016 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 2014-2016 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 November 28, 2016, 22,465.576 shares vested and are reported herein as acquired non-derivatives securities. Pursuant to an election made by the Reporting Person, 9,426 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations related to the vesting described in footnote 4. On November 28, 2016, 9,368.014 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, 3,930 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations. Includes 6,996.3633 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; and, 8,513.437 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. Award of Class A Common Stock which vests on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved. The performance criterion is achievement of a three year (fiscal 2017-2019) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance metric is not achieved, the award expires. Includes 6,996.3633 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; 8,513.437 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 7,250.9 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved. The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant. Award of performance Class A Common Stock which vests on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance metrics set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2017-2019) cumulative EBIT target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2017-2019) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50%-200% and are reported as derivative securities at the 200% level. If neither of the performance metrics are achieved, the award expires. /s/ R. Read Hudson as Power of Attorney for Stephen R. Stouffer 2016-11-30