Jason Nichol - Nov 19, 2021 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Role: Chief Customer Officer
Signature: /s/ Mark Liberman as Power of Attorney for Jason D. Nichol
Stock symbol: TSN
Transactions as of: Nov 19, 2021
Transactions value $: -$33,501
Form type: 4
Date filed: 11/23/2021, 04:32 PM
Previous filing: May 18, 2021
Next filing: Dec 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSN	Class A Common Stock	Tax liability	-$33.5K	-411	-7.63%	$81.51	4.97K	Nov 19, 2021	Direct	F1
transaction	TSN	Class A Common Stock	Award	$0	+3.68K	+73.99%	$0.00	8.65K	Nov 19, 2021	Direct	F2, F3
holding	TSN	Class A Common Stock						1.94K	Nov 19, 2021	Employee Stock Purchase Plan	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TSN	Performance Shares	Award		+14.7K			14.7K	Nov 19, 2021	Class A Common Stock	14.7K		Direct	F5
transaction	TSN	Non-Qualified Stock Options (Right to Buy)	Award	$0	+18.1K		$0.00	18.1K	Nov 19, 2021	Class A Common Stock	18.1K	$81.51	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 19, 2021, 1,355.445 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, 411 shares were withheld by the Issuer to satisfy tax withholding obligations.
F2	Restricted Stock award of Class A Common Stock which vests on November 19, 2024.
F3	Includes 62.24 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.
F4	Includes 373.2653 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.
F5	Award of performance Class A Common Stock which vests on November 19, 2024 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 2022-2024) 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 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) 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.
F6	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.