Ramsey Douglas Wayne 4

Accession 0000100493-20-000162

CIK 0000100493other

View on SEC.gov Company Profile

Filed

Nov 23, 7:00 PM ET

Accepted

Nov 24, 4:23 PM ET

Size

25.3 KB

Accession

0000100493-20-000162

Insider Transaction Report

Form 4

Period: 2020-09-15

TYSON FOODS, INC.TSN

Ramsey Douglas Wayne

Group President Poultry

Transactions

Other
Class A Common Stock
2020-09-15+1.366→ 102.369 total(indirect: Employee Stock Purchase Plan)
Other
Class A Common Stock
2020-09-16+240.47→ 28,491.767 total
Award
Class A Common Stock
2020-11-20+6,297.333→ 33,919.055 total
Tax Payment
Class A Common Stock
2020-11-20$60.74/sh−2,689$163,330→ 25,802.767 total
Tax Payment
Class A Common Stock
2020-11-20$60.74/sh−1,566$95,119→ 27,621.722 total
Exercise/Conversion
Performance Shares
2020-11-20−21,803.258→ 0 total
→ Class A Common Stock (21,803.258 underlying)
Award
Non-Qualified Stock Options (Right to Buy)
2020-11-20+32,116→ 32,116 total
Exercise: $60.74From: 2021-11-20Exp: 2030-11-20→ Class A Common Stock (32,116 underlying)
Exercise/Conversion
Class A Common Stock
2020-11-20+3,384.955→ 29,187.722 total
Award
Class A Common Stock
2020-11-20+7,820.217→ 41,739.272 total
Award
Performance Shares
2020-11-20+25,189.332→ 25,189.332 total
→ Class A Common Stock (25,189.332 underlying)

Footnotes (14)

[F1]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.
[F10]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.
[F11]Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved; 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved; 7,820.217 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 6,297.333 shares of Class A Common Stock which vest on November 20, 2023.
[F12]A portion of these performance shares vested as described in footnote 6. The remainder of the award expired.
[F13]Award of performance Class A Common Stock which vests on November 20, 2023 if the performance metrics described in the applicable Stock Incentive Agreement (the "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.
[F14]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.
[F2]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.
[F3]Includes 5,811.96 shares of Class A Common Stock which vested on November 20, 2020; 7,941.657 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 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.
[F4]On November 20, 2020, 5,811.96 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, 2,689 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.
[F5]Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.
[F6]On November 17, 2017 the Reporting Person received a grant of 21,803.258 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, 3,384.955 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 20, 2020, to satisfy tax withholding obligations related to the vesting described in footnote 6.
[F8]Restricted Stock award of Class A Common Stock which vests on November 20, 2023.
[F9]Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved; 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved and 6,297.333 shares of Class A Common Stock which vest on November 20, 2023.

Documents

1 file

4
wf-form4_160625301448475.xmlPrimary
FORM 4

Issuer

TYSON FOODS, INC.

CIK 0000100493

→

Entity typeother

Related Parties

filerCIK 0001703544

Filing Metadata

Form type: 4
Filed: Nov 23, 7:00 PM ET
Accepted: Nov 24, 4:23 PM ET
Size: 25.3 KB

View on SEC.gov