Miller Shane 4

Accession 0000100493-22-000113

CIK 0000100493other

View on SEC.gov Company Profile

Filed

Nov 21, 7:00 PM ET

Accepted

Nov 22, 4:56 PM ET

Size

269.4 KB

Accession

0000100493-22-000113

Insider Transaction Report

Form 4

Period: 2022-11-18

TYSON FOODS, INC.TSN

Miller Shane

Group President Fresh Meats

Transactions

Exercise/Conversion
Class A Common Stock
2022-11-22$59.42/sh+6,608$392,647→ 37,528.608 total
Tax Payment
Class A Common Stock
2022-11-18$65.52/sh−407$26,667→ 22,162.57 total
Award
Class A Common Stock
2022-11-18+31,606→ 31,606 total
Exercise: $65.52From: 2023-11-18Exp: 2034-11-18→ Class A Common Stock (31,606 underlying)
Tax Payment
Class A Common Stock
2022-11-18$65.52/sh−745$48,812→ 23,058.684 total
Award
Class A Common Stock
2022-11-18+7,631.258→ 30,920.608 total
Exercise/Conversion
Performance Shares
2022-11-18−3,334.074→ 0 total
→ Class A Common Stock (3,334.074 underlying)
Award
Class A Common Stock
2022-11-18+30,525.031→ 30,525.031 total
→ Class A Common Stock (30,525.031 underlying)
Exercise/Conversion
Class A Common Stock
2022-11-18+1,641.114→ 23,803.684 total
Sale
Class A Common Stock
2022-11-22$67.75/sh−6,608$447,692→ 30,920.608 total
Exercise/Conversion
Non-Qualified Stock Options (Right to Buy)
2022-11-22$59.42/sh−6,608$392,647→ 0 total
Exercise: $59.42From: 2019-11-19Exp: 2028-11-19→ Class A Common Stock (6,608 underlying)

Holdings

Class A Common Stock
(indirect: Employee Stock Purchase Plan)
5,552.793

Footnotes (10)

[F1]On November 18, 2022, 896.123 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 407 shares were withheld by the Issuer to satisfy tax withholding obligations.
[F10]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]This balance has been updated to include 30 shares of Class A Common Stock not previously reported by the Reporting Person due to inadvertent broker error
[F3]On November 18, 2019 the Reporting Person received a grant of performance shares which vested or expired on November 18, 2022 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $3.9 billion for the 2020-2022 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 2020-2022 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 18, 2022, 1,641.114 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired.
[F4]Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 3.
[F5]Restricted Stock award of Class A Common Stock which vests on November 18, 2025.
[F6]Includes 230.666 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.
[F7]Includes 738.5291 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.
[F8]A portion of these performance shares vested as described in footnote 3. The remainder of the award expired.
[F9]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.

Documents

3 files

Issuer

TYSON FOODS, INC.

CIK 0000100493

→

Entity typeother

Related Parties

filerCIK 0001848347

Filing Metadata

Form type: 4
Filed: Nov 21, 7:00 PM ET
Accepted: Nov 22, 4:56 PM ET
Size: 269.4 KB

View on SEC.gov