SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Thomas Phillip W

(Last) (First) (Middle)
2200 W. DON TYSON PARKWAY

(Street)
SPRINGDALE AR 72762

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2020
3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Controller & CAO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 12,692.8801(1) D
Class A Common Stock 1,084.5433 I Employee Stock Purchase Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (2) (2) Class A Common Stock 561.113 (2) D
Performance Shares (3) (3) Class A Common Stock 736.284 (3) D
Performance Shares (4) (4) Class A Common Stock 486.219 (4) D
Non-Qualified Stock Options (Right to Buy) 11/21/2015 11/21/2024 Class A Common Stock 1,200 42.26 D
Non-Qualified Stock Options (Right to Buy) 11/30/2016 11/30/2025 Class A Common Stock 643 50 D
Non-Qualified Stock Options (Right to Buy) 11/28/2017 11/28/2026 Class A Common Stock 2,261 58.34 D
Non-Qualified Stock Options (Right to Buy) 11/17/2018(5) 11/17/2027 Class A Common Stock 2,400 77.97 D
Non-Qualified Stock Options (Right to Buy) 11/19/2019(5) 11/19/2028 Class A Common Stock 3,855 59.42 D
Non-Qualified Stock Options (Right to Buy) 11/18/2020(5) 11/18/2029 Class A Common Stock 2,611 89.98 D
Explanation of Responses:
1. Includes 1,188.895 shares of Class A Common Stock which vest on November 17, 2020; 1,534.297 shares of Class A Common Stock which vest on November 19, 2021; and 991.841 shares of Class A Common Stock which vest on November 18, 2022.
2. Award of performance Class A Common Stock which vests on November 13, 2020 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance criteria set forth in the SIA are (1) achievement of a three year (fiscal 2018-2020) cumulative EBIT 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 2018-2020 ) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50 percent to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance criteria is achieved, the award expires.
3. Award of performance Class A Common Stock which vests on November 29, 2021 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 2019-2021) 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 2019-2021) 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.
4. 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.
5. 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/ Phillip W. Thomas 08/10/2020
** 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 5 (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.