0000100493-20-000163.txt : 20201124 0000100493-20-000163.hdr.sgml : 20201124 20201124162411 ACCESSION NUMBER: 0000100493-20-000163 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200916 FILED AS OF DATE: 20201124 DATE AS OF CHANGE: 20201124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rouse Scott CENTRAL INDEX KEY: 0001698306 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14704 FILM NUMBER: 201344471 MAIL ADDRESS: STREET 1: 2200 W. DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762 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: 1003 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_160625303723522.xml FORM 4 X0306 4 2020-09-16 0 0000100493 TYSON FOODS, INC. TSN 0001698306 Rouse Scott 2200 W. DON TYSON PARKWAY SPRINGDALE AR 72762 0 1 0 0 EVP & Chief Customer Officer Class A Common Stock 2020-09-16 4 J 0 179.795 0 A 33781.815 D Class A Common Stock 2020-11-12 4 J 0 850.8148 0 A 1737.8732 I Employee Stock Purchase Plan Class A Common Stock 2020-11-20 4 F 0 1898 60.74 D 31883.815 D Class A Common Stock 2020-11-20 4 M 0 2389.38 0 A 34273.195 D Class A Common Stock 2020-11-20 4 F 0 1106 60.74 D 33167.195 D Class A Common Stock 2020-11-20 4 A 0 5556.47 0 A 38723.665 D Class A Common Stock 2020-11-20 4 A 0 5926.902 0 A 44650.567 D Performance Shares 2020-11-20 4 M 0 15390.534 0 D Class A Common Stock 15390.534 0 D Performance Shares 2020-11-20 4 A 0 22225.88 A Class A Common Stock 22225.88 22225.88 D Non-Qualified Stock Options (Right to Buy) 60.74 2020-11-20 4 A 0 28338 0 A 2021-11-20 2030-11-20 Class A Common Stock 28338.0 28338 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 4,102.557 shares of Class A Common Stock which vested on November 20, 2020; 5,735.643 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and 3,707.79 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is 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 20, 2020, 4,102.557 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, 1,898 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations. Includes 5,735.643 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 3,707.79 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved. On November 17, 2017 the Reporting Person received a grant of 15,390.534 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, 2,389.38 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 20, 2020, to satisfy tax withholding obligations related to the vesting described in footnote 6. Restricted Stock award of Class A Common Stock which vests on November 20, 2023. Includes 5,735.643 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 3,707.79 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved and 5,556.47 shares of Class A Common Stock which vest on November 20, 2023. 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. Includes 5,735.643 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 3,707.79 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved; 5,926.902 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 5,556.47 shares of Class A Common Stock which vest on November 20, 2023. A portion of these performance shares vested as described in footnote 6. The remainder of the award expired. 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. 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. /s/ R. Read Hudson by Power of Attorney for Scott Rouse 2020-11-24