Tyson Foods (TSN) Form 4 TYSON FOODS / DENNIS LEATHERBY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEATHERBY DENNIS

(Last) (First) (Middle)

2200 W DON TYSON PARKWAY

(Street)

SPRINGDALE AR 72762

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/21/2016		J(1)		5,777	D	$0	375.2356	I	Employee Stock Purchase Plan
Class A Common Stock	12/21/2016		J(1)		5,777	A	$0	155,020.115(2)	D
Class A Common Stock	12/21/2016		G		9,000	D	$0	146,020.115(2)	D
Class A Common Stock	12/21/2016		G		1,000	D	$0	145,020.115(2)	D
Class A Common Stock	06/19/2017		J(3)		252.87	A	$0	145,272.985(2)	D
Class A Common Stock	08/10/2017		J(4)		1,050.926	A	$0	1,426.1616	I	Employee Stock Purchase Plan
Class A Common Stock	08/14/2017		M		70,600	A	$19.36	215,872.985(2)	D
Class A Common Stock	08/14/2017		S		70,600	D	$65.988(5)	145,272.985(2)	D
Class A Common Stock	08/14/2017		M		74,500	A	$31.82	219,772.985(2)	D
Class A Common Stock	08/14/2017		S		74,500	D	$65.956(6)	145,272.985(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options (Right to Buy)	$19.36	08/14/2017		M			70,600	11/26/2013	11/26/2022	Class A Common Stock	70,600	$19.36	0	D
Non-Qualified Stock Options (Right to Buy)	$31.82	08/14/2017		M			74,500	11/22/2014	11/22/2023	Class A Common Stock	74,500	$31.82	0	D

Explanation of Responses:

1. The Reporting Person transferred shares from his Employee Stock Purchase Plan account into his personal stock account thereby changing the ownership of the Class A Common Stock from indirect to direct.

2. Includes 7,620.824 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2017 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved; 8,605.818 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 7,329.581 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved.

3. 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.

4. 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.

5. This is a weighted average price. These shares were sold in multiple transactions on August 14, 2017 at prices ranging from $65.83 to $66.11, 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.

6. This is a weighted average price. These shares were sold in multiple transactions on August 14, 2017 at prices ranging from $65.83 to $66.10, 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.

Remarks:

	/s/ Dennis Leatherby	08/15/2017
	** Signature of Reporting Person	Date
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