0000100493-19-000141.txt : 20191120 0000100493-19-000141.hdr.sgml : 20191120 20191120163609 ACCESSION NUMBER: 0000100493-19-000141 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190916 FILED AS OF DATE: 20191120 DATE AS OF CHANGE: 20191120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramsey Douglas Wayne CENTRAL INDEX KEY: 0001703544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14704 FILM NUMBER: 191234636 MAIL ADDRESS: STREET 1: 2685 N. FIREWOOD CITY: FAYETTEVILLE STATE: AR ZIP: 72703 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: 0928 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 FORMER COMPANY: FORMER CONFORMED NAME: TYSON FOODS INC DATE OF NAME CHANGE: 19920703 4 1 wf-form4_157428575414512.xml FORM 4 X0306 4 2019-09-16 0 0000100493 TYSON FOODS, INC. TSN 0001703544 Ramsey Douglas Wayne 2200 W DON TYSON PARKWAY SPRINGDALE AR 72762 0 1 0 0 Group President McDonalds Class A Common Stock 2019-09-16 4 J 0 0.8868 0 A 99.7148 I Employee Stock Purchase Plan Class A Common Stock 2019-09-16 4 J 0 230.235 0 A 25887.133 D Class A Common Stock 2019-11-18 4 M 0 2755.357 0 A 28642.49 D Class A Common Stock 2019-11-18 4 F 0 862 0 D 27780.49 D Class A Common Stock 2019-11-18 4 A 0 4250.945 0 A 32031.435 D Performance Shares 2019-11-18 4 M 0 5142.27 0 D Class A Common Stock 5142.27 0 D Performance Shares 2019-11-18 4 A 0 17003.778 A Class A Common Stock 17003.778 17003.778 D Non-Qualified Stock Options (Right to Buy) 89.98 2019-11-18 4 A 0 22823 0 A 2020-11-18 2029-11-18 Class A Common Stock 22823.0 22823 D 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. 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 1,354.331 shares of Class A Common Stock which vest on November 28, 2019; 11,134.826 shares of Class A Common Stock which vest on May 12, 2020 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; 5,661.674 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 7,736.302 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved. On November 28, 2016 the Reporting Person received a grant of 5,142.27 performance shares which vested or expired on November 18, 2019 subject to the achievement of performance criteria in the applicable SIA. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $9,365 million for the 2017-2019 fiscal years and (b) a favorable comparison of the Issuer's Class A total shareholder return relative to the total shareholder return of a predetermined peer group of publicly traded companies over the 2017-2019 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 18, 2019, 2,755.357 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired. Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 18, 2019, to satisfy tax withholding obligations related to the vesting described in footnote 4. Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a three year (fiscal 2020-2022) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires. Includes 1,354.331 shares of Class A Common Stock which vest on November 28, 2019; 11,134.826 shares of Class A Common Stock which vest on May 12, 2020 if the performance metric described in the applicable SIA is achieved; 5,661.674 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; 7,736.302 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 4,250.945 shares of Class A Common Stock which vest on November 18, 2022 if the performance Metrick described in the applicable SIA is achieved. A portion of these performance shares vested as described in footnote 4. The remainder of the award expired. Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2020-2022) cumulative operating income 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 2020-2022) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires. The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant. /s/ Douglas W. Ramsey 2019-11-20