Tyson Foods (TSN) Form 4 TYSON FOODS / JOHN H TYSON 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^*

TYSON JOHN H

(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)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2024

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	06/17/2024		J(1)		134,585.505	D	$0	0	I	Employee Stock Purchase Plan
Class A Common Stock	06/17/2024		J(1)		134,585.505	A	$0	2,928,995.535(2)(3)	D
Class A Common Stock	11/17/2024		M(4)		30,775.542	A	(4)	2,959,771.077	D
Class A Common Stock	11/17/2024		F(5)		12,687	D	$64.32	2,947,084.077	D
Class A Common Stock	11/17/2024		F(6)		13,140	D	$64.32	2,933,944.077	D
Class A Common Stock	11/18/2024		A(7)		23,584.906	A	$0	2,957,528.983	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)	11/17/2024		M			30,775.542	(8)	(8)	Class A Common Stock	30,775.542	(8)	30,775.545	D
Performance Shares	(9)	11/18/2024		A		47,169.811		(9)	(9)	Class A Common Stock	47,169.811	(9)	47,169.811	D
Non-Qualified Stock Options (Right to Buy)	$64.54	11/18/2024		A(10)		107,604		11/18/2025	11/18/2034	Class A Common Stock	107,604	$0	107,604	D

Explanation of Responses:

1. On June 17, 2024, the Issuer appointed a new third-party administrator for its Employee Stock Purchase Plan. In connection with this appointment, the holding of Reporting Person's shares of Class A Common stock was changed from indirect to direct ownership. This transaction is exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-13.

2. Includes 3,710.319 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.

3. Includes 1,812.439 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. On November 17, 2024, 30,775.542 shares vested and are reported herein as acquired non-derivative securities. On November 17, 2023, the Reporting Person received a grant of performance shares which would vest in equal installments over two years, and one-half of which vested on November 17, 2024, subject to the achievement of a performance metric in the applicable Stock Incentive Agreement. The performance metric was a cumulative operating income target of $1.161 billion for the 2024 fiscal year. The performance shares could vest at a level of 25 percent - 100 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 100 percent level. The remainder of the award will continue to be held until the final vesting date of November 17, 2025.

5. 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 4.

6. On November 17, 2024, 31,874.414 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations.

7. Award of restricted stock units (RSUs) which will vest on November 18, 2025. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

8. A portion of these performance shares vested as described in footnote 4.

9. Award of performance Class A Common Stock which will vest on November 18, 2027 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 2025-2027) 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 2025-2027) 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 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/ Marissa Savells by Power of Attorney for John H. Tyson	11/19/2024
	** 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.