Tyson Foods (TSN) Form 4 TYSON FOODS / Noelle O'Mara 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^*

O'Mara Noelle

(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)
Group President Prepared Foods

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2019

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	09/16/2019		J(1)		27.234	A	$0	6,249.608(2)	D
Class A Common Stock	11/18/2019		M(3)		619.955	A	$0	6,869.563(2)	D
Class A Common Stock	11/18/2019		F(4)		182	D	$0	6,687.563(2)	D
Class A Common Stock	11/18/2019		A(5)		4,167.593	A	$0	10,855.156(6)	D
Class A Common Stock	11/18/2019		A(5)		1,466.993	A	$0	12,322.149(7)	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	(8)	11/18/2019		M			578.505	(8)	(8)	Class A Common Stock	578.505	$0	0	D
Performance Shares	(9)	11/18/2019		A		16,670.372		(9)	(9)	Class A Common Stock	16,670.372	(9)	16,670.372	D
Non-Qualified Stock Options (Right to Buy)	$89.98	11/18/2019		A(10)		22,375		11/18/2020	11/18/2029	Class A Common Stock	22,375	$0	22,375	D

Explanation of Responses:

1. 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.

2. Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; and 1,251.577 shares of Class A Common stock which vest on May 10, 2022.

3. On November 28, 2016 the Reporting Person received a grant of 578.505 performance shares which vested or expired on November 18, 2019 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement ("SIA"). The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $9,365 million for the 2017-2019 fiscal years and (b) a favorable comparison of the Issuer's Class A total shareholder return relative to the total shareholder return of a predetermined peer group of publicly traded companies over the 2017-2019 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 November 18, 2019, 619.955 shares vested and are reported herein as acquired non-derivatives securities.

4. Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 18, 2019, to satisfy tax withholding obligations related to the vesting described in footnote 3.

5. Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a three year (fiscal 2020-2022) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires.

6. Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; 1,251.577 shares of Class A Common stock which vest on May 10, 2022; 4,167.593 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.

7. Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; 1,251.577 shares of Class A Common stock which vest on May 10, 2022; 4,167.593 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved and 1,466.993 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.

8. These performance shares vested as described in footnote 3.

9. Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2020-2022) 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 2020-2022) 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 neither of the performance metrics are achieved, the award expires.

10. The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant.

Remarks:

	/s/ R. Read Hudson by Power of Attorney for Noelle O'Mara	11/20/2019
	** Signature of Reporting Person	Date
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