Tyson Foods (TSN) Form 4 TYSON FOODS / Thomas P Hayes 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Hayes Thomas P

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2017

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	11/28/2017		J(1)		8,581	D	$0	103,309.6523(2)	D
Class A Common Stock	12/18/2017		J(3)		285.394	A	$0	103,595.0463(4)	D
Class A Common Stock	12/19/2017		M		41,745	A	$42.26	145,340.0463(4)	D
Class A Common Stock	12/19/2017		M		12,254	A	$50	157,594.0463(4)	D
Class A Common Stock	12/19/2017		M		14,749	A	$58.34	172,343.0463(4)	D
Class A Common Stock	12/19/2017		S		31,454	D	$81.564(5)	140,889.0463(4)	D
Class A Common Stock	12/19/2017		S		9,829	D	$81.721	131,060.0463(4)	D
Class A Common Stock	12/19/2017		S		12,591	D	$81.714(6)	118,469.0463(4)	D
Class A Common Stock	12/20/2017		J(1)		14,874	D	$0	103,595.0463(4)	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)	$42.26	12/19/2017		M			41,745	11/21/2015	11/21/2024	Class A Common Stock	41,745	$42.26	41,745	D
Non-Qualified Stock Options (Right to Buy)	$50	12/19/2017		M			12,254	11/30/2016	11/30/2025	Class A Common Stock	12,254	$50	24,505	D
Non-Qualified Stock Options (Right to Buy)	$58.34	12/19/2017		M			14,749	11/28/2017	11/28/2026	Class A Common Stock	14,749	$58.34	73,739	D

Explanation of Responses:

1. Represents a disposition of shares exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-12.

2. Includes 47,814.9497 shares of Class A Common Stock which vest on July 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; 8,634.783 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; 20,644.945 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 17,634.988 shares of Class A Common Stock which vest on November 13, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are 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. Includes 47,991.9537 shares of Class A Common Stock which vest on July 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; 8,666.748 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; 20,721.37 shares of Class A Common Stock which vest on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 17,634.988 shares of Class A Common Stock which vest on November 13, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are achieved.

5. This is a weighted average price. These shares were sold in multiple transactions on December 19, 2017 at prices ranging from $81.50 to $81.71, 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 December 19, 2017 at prices ranging from $81.69 to $81.78, 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/ R. Read Hudson by Power of Attorney for Thomas P. Hayes	12/20/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.