Tyson Foods (TSN) Form 4 TYSON FOODS / Noel W White 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^*

White Noel W

(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)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2018

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	11/29/2018		J(1)		96.8592	A	$0	14,478.6277	I	Employee Stock Purchase Plan
Class A Common Stock	12/01/2018		M(2)		47,683.418	A	$0	179,269.304(3)	D
Class A Common Stock	12/01/2018		F(4)		22,055	D	$0	157,214.304(3)	D
Class A Common Stock	12/01/2018		F(5)		6,035	D	$0	151,179.304(6)	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
Performance Shares	(7)	12/01/2018		M			50,124.48	(7)	(7)	Class A Common Stock	50,124.48	$0	0	D

Explanation of Responses:

1. 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.

2. On November 30, 2015 the Reporting Person received a grant of 25,062.24 performance shares which vested or expired on December 1, 2018 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $6,877 million for the 2016-2018 fiscal years and (b) a favorable comparison of the Issuer's Class A common stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2016-2018 fiscal years. The performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. On December 1, 2018, 47,683.418 shares vested and are reported herein as acquired non-derivatives securities and 2,441.062 shares expired.

3. Includes 13,047.165 shares of Class A Common Stock which vested on December 1, 2018 as described in footnote 5; 11,281.43 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; 2,642.433 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 8,802.501 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 23,140.357 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.

4. Pursuant to an election made by the Reporting Person, 22,055 shares were sold by the Reporting Person to the Issuer on November 30, 2018, to satisfy tax withholding obligations related to the vesting described in footnote 1.

5. On December 1, 2018, 13,047.165 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to an election made by the Reporting Person, 6,035 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.

6. Includes 11,281.43 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 2,642.433 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 8,802.501 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 23,140.357 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved.

7. A portion of these performance shares vested as described in footnote 2. The remainder of the award expired.

Remarks:

	/s/ R. Read Hudson by Power of Attorney for Noel W. White	12/04/2018
	** Signature of Reporting Person	Date
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