Tyson Foods (TSN) Form 4 TYSON FOODS / Samuel Dean Banks Jr 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^*

Banks Samuel Dean Jr

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2019

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	12/23/2019		J(1)		92.521	A	$0	4,823.34(2)	D
Class A Common Stock	12/23/2019		A(3)		11,719.006	A	$0	16,542.346(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
Performance Shares	(5)	12/23/2019		A		46,876.03		(5)	(5)	Class A Common Stock	46,876.03	(5)	46,876.03	D
Non-Qualified Stock Options (Right to Buy)	$91.39	12/23/2019		A(6)		62,926		12/23/2020	12/23/2029	Class A Common Stock	62,926	$0	62,926	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 4,823.34 shares of the Issuer's Class A Common Stock acquired by the Reporting Person pursuant to the Deferred Fee Plan for Directors, which shares shall vest 180 days after termination of the Reporting Person's service as a member of the Issuer's board of directors.

3. Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable Stock Incentive Award Agreement (the "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.

4. Includes 4,823.34 shares of the Issuer's Class A Common Stock acquired by the Reporting Person pursuant to the Deferred Fee Plan for Directors, which shares shall vest 180 days after termination of the Reporting Person's service as a member of the Issuer's board of directors and 11,719.006 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.

5. Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable Stock Incentive Agreement (the "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.

6. 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.

Remarks:

	/s/ R. Read Hudson as Power of Attorney for Samuel Dean Banks, Jr.	12/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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