FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/12/2023 |
3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 10,670.855(1) | D | |
Class A Common Stock | 2,378.0541 | I | Employee Stock Purchase Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Performance Shares | (2) | (2) | Class A Common Stock | 720.284 | (2) | D | |
Performance Shares | (3) | (3) | Class A Common Stock | 536.744 | (3) | D | |
Performance Shares | (4) | (4) | Class A Common Stock | 2,289.377 | (4) | D | |
Non-Qualified Stock Options (Right to Buy) | 11/19/2019 | 11/19/2028 | Class A Common Stock | 3,855(5) | $59.42 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/18/2020 | 11/18/2029 | Class A Common Stock | 2,611(5) | $89.98 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/20/2021 | 11/20/2030 | Class A Common Stock | 3,910(5) | $60.74 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/19/2022 | 11/19/2031 | Class A Common Stock | 2,647(5) | $81.51 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/18/2023 | 11/18/2032 | Class A Common Stock | 4,741(5) | $65.52 | D |
Explanation of Responses: |
1. Includes 1,520.092 shares of Class A Common Stock which vest on November 20, 2023; 1,106.145 shares of Class A Common Stock which vest on November 19, 2024; 1,161.01 shares of Class A Common Stock which vest on February 11, 2025; and 1,144.689 shares of Class A Common Stock which vest on November 18, 2025. |
2. 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. |
3. Award of performance Class A Common Stock which vests on November 19, 2024 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2022-2024) 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 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) average return on invested capital target. 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 none of the performance metrics are achieved, the award expires. |
4. Award of performance Class A Common Stock which vests on November 18, 2025 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2023-2025) 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 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) average return on invested capital target. 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 none of the performance metrics are achieved, the award expires. |
5. 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/ Mark Liberman by Power of Attorney for Adam S. Deckinger | 01/17/2023 | |
** 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 5 (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. |