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) 11/20/2020 | ||||||||||||||||||||||||||
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 | 11/20/2020 | M(1) | 597.345 | A | $0 | 12,080.286(2) | D | |||
Class A Common Stock | 11/20/2020 | F(3) | 176 | D | $60.74 | 11,904.286(2) | D | |||
Class A Common Stock | 11/20/2020 | A(4) | 6,997.037 | A | $0 | 18,901.323(5) | D | |||
Class A Common Stock | 11/20/2020 | A(6) | 7,243.991 | A | $0 | 26,145.314(7) | D |
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 | ||||||||
Performance Shares | (8) | 11/20/2020 | M | 3,847.634 | (8) | (8) | Class A Common Stock | 3,847.634 | $0 | 0 | D | ||||
Performance Shares | (9) | 11/20/2020 | A | 27,988.148 | (9) | (9) | Class A Common Stock | 27,988.148 | (9) | 27,988.148 | D | ||||
Non-Qualified Stock Options (Right to Buy) | $60.74 | 11/20/2020 | A(10) | 35,684 | 11/20/2021 | 11/20/2030 | Class A Common Stock | 35,684 | $0 | 35,684 | D |
Explanation of Responses: |
1. On November 17, 2017 the Reporting Person received a grant of 3,847.634 performance shares which vested or expired on November 20, 2020 subject to the achievement of performance criteria in the applicable SIA. The performance criteria were (a) a cumulative operating income target of $11,326 million for the 2018-2020 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2018-2020 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 20, 2020, 597.345 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired. |
2. Includes 1,323.609 shares of Class A Common Stock which vest on November 19, 2021; 1,284.799 shares of Class A Common stock which vest on May 10, 2022; 5,784.152 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved. |
3. Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 20, 2020, to satisfy tax withholding obligations related to the vesting described in footnote 1. |
4. Restricted Stock award of Class A Common Stock which vests on November 20, 2023. |
5. Includes 1,323.609 shares of Class A Common Stock which vest on November 19, 2021; 1,284.799 shares of Class A Common stock which vest on May 10, 2022; 5,784.152 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and 6,997.037 shares of Class A Common Stock which vest on November 20, 2023. |
6. Award of restricted stock units ("RSUs") which vest in equal annual increments on each of the first and second anniversary dates of the grant and become fully vested after two years. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
7. Includes 1,323.609 shares of Class A Common Stock which vest on November 19, 2021; 1,284.799 shares of Class A Common stock which vest on May 10, 2022; 5,784.152 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and 7,243.991 RSUs which vest in equal annual installments on each of the first and second anniversary dates of the grant and become fully vested on November 20, 2022; and 6,997.037 shares of Class A Common Stock which vest on November 20, 2023. |
8. A portion of these performance shares vested as described in footnote 1. The remainder of the award expired. |
9. Award of performance Class A Common Stock which vests on November 20, 2023 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 2021-2023) 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 2021-2023) 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. |
10. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. |
Remarks: |
/s/ R. Read Hudson by Power of Attorney for Noelle O'Mara | 11/24/2020 | |
** 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. |