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

Role: EVP&Chf Technology&Automation
Signature: /s/ Mark Liberman by Power of Attorney for J. Scott Spradley
Stock symbol: TSN
Transactions as of: Nov 19, 2021
Transactions value $: -$119,738
Form type: 4
Date filed: 11/23/2021, 04:33 PM
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	Award	$0	+6.13K	+22.5%	$0.00	33.4K	Nov 19, 2021	Direct	F1
transaction	TSN	Class A Common Stock	Tax liability	-$120K	-1.47K	-4.4%	$81.51	31.9K	Nov 20, 2021	Direct	F2, F3
holding	TSN	Class A Common Stock						3.75K	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		+24.5K			24.5K	Nov 19, 2021	Class A Common Stock	24.5K		Direct	F5
transaction	TSN	Non-Qualified Stock Options (Right to Buy)	Award	$0	+30.2K		$0.00	30.2K	Nov 19, 2021	Class A Common Stock	30.2K	$81.51	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Restricted Stock award of Class A Common Stock which vests on November 19, 2024.
F2	On November 20, 2021, 3,245.475 shares of restricted stock units of 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, 1,469 shares were withheld by the Issuer to satisfy tax withholding obligations.
F3	Includes 528.09 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 1,088.9417 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.