4//SEC Filing
Thomas Phillip W 4
Accession 0000100493-23-000128
CIK 0000100493other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 4:39 PM ET
Size
22.1 KB
Accession
0000100493-23-000128
Insider Transaction Report
Form 4
Thomas Phillip W
VP, Controller & CAO
Transactions
- Exercise/Conversion
Performance Shares
2023-11-20−1,440.568→ 0 total→ Class A Common Stock (1,440.568 underlying) - Award
Non-Qualified Stock Options (Right to Buy)
2023-11-17+3,862→ 3,862 totalExercise: $48.74From: 2024-11-17Exp: 2033-11-17→ Class A Common Stock (3,862 underlying) - Award
Performance Shares
2023-11-17+1,795.24→ 1,795.24 total→ Class A Common Stock (1,795.24 underlying) - Exercise/Conversion
Class A Common Stock
2023-11-20+720.284→ 18,661.586 total - Award
Class A Common Stock
2023-11-17+1,795.24→ 18,398.302 total - Tax Payment
Class A Common Stock
2023-11-20$48.41/sh−457$22,123→ 17,941.302 total - Tax Payment
Class A Common Stock
2023-11-20$48.41/sh−210$10,166→ 18,588.522 total - Award
Performance Shares
2023-11-17+1,795.24→ 1,795.24 total→ Class A Common Stock (1,795.24 underlying)
Holdings
- 3,005.954(indirect: Employee Stock Purchase Plan)
Class A Common Stock
Footnotes (10)
- [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]A portion of these performance shares vested as described in footnote 3. The remainder of the award expired.
- [F2]On November 20, 2023, 1,561.125 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, 720.284 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 136.936 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]Includes 769.8801 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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
TYSON FOODS, INC.
CIK 0000100493
Entity typeother
Related Parties
1- filerCIK 0001820034
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 4:39 PM ET
- Size
- 22.1 KB