Tyson Foods (TSN) Form 4 TYSON FOODS / Shane Miller 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^*

Miller Shane

(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 Fresh Meats

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2022

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	11/18/2022		F(1)		407	D	$65.52	22,162.57(2)	D
Class A Common Stock	11/18/2022		M(3)		1,641.114	A	$0	23,803.684	D
Class A Common Stock	11/18/2022		F(4)		745	D	$65.52	23,058.684	D
Class A Common Stock	11/18/2022		A(5)		7,631.258	A	$0	30,920.608	D
Class A Common Stock	11/22/2022		M		6,608	A	$59.42	37,528.608	D
Class A Common Stock	11/22/2022		S		6,608	D	$67.75	30,920.608(6)	D
Class A Common Stock								5,552.7925(7)	I	Employee Stock Purchase Plan

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)	11/18/2022		M			3,334.074	(8)	(8)	Class A Common Stock	3,334.074	$0	0	D
Class A Common Stock	(9)	11/18/2022		A		30,525.031		(9)	(9)	Class A Common Stock	30,525.031	(9)	30,525.031	D
Class A Common Stock	$65.52	11/18/2022		A(10)		31,606		11/18/2023	11/18/2034	Class A Common Stock	31,606	$0	31,606	D
Non-Qualified Stock Options (Right to Buy)	$59.42	11/22/2022		M			6,608	11/19/2019(10)	11/19/2028	Class A Common Stock	6,608	$59.42	0	D

Explanation of Responses:

1. On November 18, 2022, 896.123 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 407 shares were withheld by the Issuer to satisfy tax withholding obligations.

2. This balance has been updated to include 30 shares of Class A Common Stock not previously reported by the Reporting Person due to inadvertent broker error

3. On November 18, 2019 the Reporting Person received a grant of performance shares which vested or expired on November 18, 2022 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $3.9 billion for the 2020-2022 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2020-2022 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 18, 2022, 1,641.114 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired.

4. Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 3.

5. Restricted Stock award of Class A Common Stock which vests on November 18, 2025.

6. Includes 230.666 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.

7. Includes 738.5291 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.

8. A portion of these performance shares vested as described in footnote 3. The remainder of the award expired.

9. Award of performance Class A Common Stock which vests on November 18, 2025 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2023-2025) 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 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) average return on invested capital target. 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 none of the performance metrics are achieved, the award expires.

10. 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/ Mark Liberman as Power of Attorney for Shane Miller	11/22/2022
	** 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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