Tu Amy 4

Accession 0000100493-23-000122

CIK 0000100493other

View on SEC.gov Company Profile

Filed

Nov 20, 7:00 PM ET

Accepted

Nov 21, 4:37 PM ET

Size

297.2 KB

Accession

0000100493-23-000122

Insider Transaction Report

Form 4

Period: 2023-11-17

TYSON FOODS, INC.TSN

Tu Amy

EVP & General Counsel

Transactions

Award
Class A Common Stock
2023-11-17+14,105.458→ 77,077.1 total
Tax Payment
Class A Common Stock
2023-11-20$48.41/sh−4,544$219,975→ 86,199.716 total
Tax Payment
Class A Common Stock
2023-11-20$48.41/sh−2,998$145,133→ 74,079.1 total
Exercise/Conversion
Class A Common Stock
2023-11-20+15,640.434→ 89,719.534 total
Award
Performance Shares
2023-11-17+56,421.83→ 56,421.83 total
→ Class A Common Stock (56,421.83 underlying)
Exercise/Conversion
Performance Shares
2023-11-20−31,280.868→ 0 total
→ Class A Common Stock (31,280.868 underlying)
Award
Non-Qualified Stock Options (Right to Buy)
2023-11-17$48.74/sh+60,680$2,957,543→ 60,680 total
Exercise: $48.74From: 2024-11-17Exp: 2033-11-17→ Class A Common Stock (60,680 underlying)
Award
Performance Shares
2023-11-17+23,030.365→ 23,030.365 total
→ Class A Common Stock (23,030.365 underlying)

Holdings

Class A Common Stock
(indirect: Employee Stock Purchase Plan)
2,935.198

Footnotes (11)

[F1]Restricted Stock award of Class A Common Stock which will vest in equal annual increments on each of approximately the first, second and third anniversary dates of the grant and become fully vested after three years.
[F10]Award of performance Class A Common Stock which will vest in equal annual increments on the first and second anniversary dates of the grant if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") is achieved. The performance metric set forth in the SIAs is the achievement of a one year (fiscal 2024) operating income target. Subject to the achievement of the performance metric, the performance shares could vest at a level of 25 to 100 percent and are reported as derivative securities at the 100 percent level. If the performance metric is not achieved, the award expires.
[F11]A portion of these performance shares vested as described in footnote 3. The remainder of the award expired.
[F2]On November 20, 2023, 8,474.69 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations.
[F3]On November 20, 2020 the Reporting Person received a grant of performance shares which vested or expired on November 20, 2023 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $7.637 billion for the 2021-2023 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 2021-2023 fiscal years. The performance shares could vest at a level of 50 percent -200 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 200 percent level. On November 20, 2023, 15,640.434 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]Includes 1,024.763 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.
[F6]The Reporting Person transferred shares between her Fidelity account and her street account. Fractional shares of .581 were disposed of during the transfer. Such transfers are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-13.
[F7]Includes 1,870.3766 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]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.
[F9]Award of performance Class A Common Stock which vests on November 17, 2026 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 2024-2026) 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 2024-2026) 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 none of the performance metrics are achieved, the award expires.

Documents

3 files

Issuer

TYSON FOODS, INC.

CIK 0000100493

→

Entity typeother

Related Parties

filerCIK 0001725741

Filing Metadata

Form type: 4
Filed: Nov 20, 7:00 PM ET
Accepted: Nov 21, 4:37 PM ET
Size: 297.2 KB

View on SEC.gov