Deckinger Adam S. 4

Accession 0000100493-24-000129

CIK 0000100493other

View on SEC.gov Company Profile

Filed

Nov 18, 7:00 PM ET

Accepted

Nov 19, 9:07 PM ET

Size

23.9 KB

Accession

0000100493-24-000129

Insider Transaction Report

Form 4

Period: 2024-06-17

TYSON FOODS, INC.TSN

Deckinger Adam S.

ChiefLegalOfficer&AdminOfficer

Transactions

Other
Class A Common Stock
2024-06-17+3,529.237→ 29,760.032 total
Exercise/Conversion
Class A Common Stock
2024-11-17+448.81→ 19,708.842 total
Sale
Class A Common Stock
2024-11-15$64.80/sh−10,500$680,377→ 19,260.032 total
Exercise/Conversion
Performance Shares
2024-11-17−448.81→ 448.81 total
→ Class A Common Stock (448.81 underlying)
Award
Non-Qualified Stock Options (Right to Buy)
2024-11-18+39,455→ 39,455 total
Exercise: $64.54From: 2025-11-18Exp: 2034-11-18→ Class A Common Stock (39,455 underlying)
Tax Payment
Class A Common Stock
2024-11-17$64.32/sh−626$40,264→ 18,955.842 total
Award
Performance Shares
2024-11-18+17,043.694→ 17,043.694 total
→ Class A Common Stock (17,043.694 underlying)
Other
Class A Common Stock
2024-06-17−3,529.237→ 0 total(indirect: Employee Stock Purchase Plan)
Tax Payment
Class A Common Stock
2024-11-17$64.32/sh−127$8,169→ 19,581.842 total
Award
Class A Common Stock
2024-11-18+8,521.847→ 27,477.689 total

Footnotes (11)

[F1]On June 17, 2024, the Issuer appointed a new third-party administrator for its Employee Stock Purchase Plan. In connection with this appointment, the holding of Reporting Person's shares of Class A Common stock was changed from indirect to direct ownership. This transaction is exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-13.
[F10]Award of performance Class A Common Stock which will vest on November 18, 2027 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 2025-2027) 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 2025-2027) 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.
[F11]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]Includes 1,363.155 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.
[F3]Includes 663.721 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.
[F4]This is a weighted average price. These shares were sold in multiple transactions on November 15, 2024, at prices ranging from $64.78 to $64.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
[F5]On November 17, 2024, 448.81 shares vested and are reported herein as acquired non-derivative securities. On November 17, 2023, the Reporting Person received a grant of performance shares which would vest in equal installments over two years, and one-half of which vested on November 17, 2024, subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was a cumulative operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25 percent - 100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. The remainder of the award will continue to be held until the final vesting date of November 17, 2025.
[F6]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 5.
[F7]On November 17, 2024, 2,213.5 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.
[F8]Award of restricted stock units (RSUs) which will 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. Each RSU represents a contingent right to receive one share of the Issuers Class A Common Stock.
[F9]A portion of these performance shares vested as described in footnote 5.

Documents

1 file

4
wk-form4_1732068457.xmlPrimary
FORM 4

Issuer

TYSON FOODS, INC.

CIK 0000100493

→

Entity typeother

Related Parties

filerCIK 0001961511

Filing Metadata

Form type: 4
Filed: Nov 18, 7:00 PM ET
Accepted: Nov 19, 9:07 PM ET
Size: 23.9 KB

View on SEC.gov