4/A//SEC Filing
Stouffer Stephen R 4/A
Accession 0000100493-19-000166
CIK 0000100493other
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 1:53 PM ET
Size
23.2 KB
Accession
0000100493-19-000166
Insider Transaction Report
Form 4/AAmended
Stouffer Stephen R
President of Fresh Meats
Transactions
- Tax Payment
Class A Common Stock
2019-11-18−5,595→ 51,594.019 total - Exercise/Conversion
Class A Common Stock
2019-11-18+15,540.854→ 57,189.019 total - Award
Non-Qualified Stock Options (Right to Buy)
2019-11-18+31,325→ 31,325 totalExercise: $89.98From: 2020-11-18Exp: 2029-11-18→ Class A Common Stock (31,325 underlying) - Other
Class A Common Stock
2019-09-16+180.651→ 43,509.165 total - Other
Class A Common Stock
2019-11-14+122.899→ 3,432.707 total(indirect: Employee Stock Purchase Plan) - Exercise/Conversion
Performance Shares
2019-11-18−29,003.6→ 0 total→ Class A Common Stock (29,003.6 underlying) - Tax Payment
Class A Common Stock
2019-11-18−1,861→ 41,648.165 total - Award
Class A Common Stock
2019-11-18+5,834.63→ 57,428.649 total - Award
Performance Shares
2019-11-18+23,338.52→ 23,338.52 total→ Class A Common Stock (23,338.52 underlying)
Footnotes (12)
- [F1]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.
- [F10]A portion of these performance shares vested as described in footnote 6. The remainder of the award expired.
- [F11]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.
- [F12]The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant.
- [F2]Includes 7,638.741 shares of Class A Common Stock which vested on November 18, 2019 as described in footnote 4; 5,366.916 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; and 7,306.508 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.
- [F3]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.
- [F4]On November 18, 2019, 7,638.741 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, these shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.
- [F5]Includes 5,366.916 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 7,306.508 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.
- [F6]On November 28, 2016 the Reporting Person received a grant of 29,003.6 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, 15,540.854 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired.
- [F7]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 6.
- [F8]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.
- [F9]Includes 5,366.916 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; 7,306.508 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 5,834.63 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.
Documents
Issuer
TYSON FOODS, INC.
CIK 0000100493
Entity typeother
Related Parties
1- filerCIK 0001592293
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 1:53 PM ET
- Size
- 23.2 KB