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

Role: EVP&Chief Legal Officer
Signature: /s/ Mark Liberman by Power of Attorney for Amy Tu
Issuer symbol: TSN
Transactions as of: 19 Nov 2021
Net transactions value: -$144,599
Form type: 4
Filing time: 23 Nov 2021, 16:34:13 UTC
Previous filing: 22 Nov 2021
Next filing: 01 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSN	Class A Common Stock	Award	$0	+6,886	+16%	$0.000000	48,866	19 Nov 2021	Direct	F1
transaction	TSN	Class A Common Stock	Tax liability	$144,599	-1,774	-3.6%	$81.51	47,092	20 Nov 2021	Direct	F2

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		+27,543			27,543	19 Nov 2021	Class A Common Stock	27,543		Direct	F3
transaction	TSN	Non-Qualified Stock Options (Right to Buy)	Award	$0	+33,954		$0.000000	33,954	19 Nov 2021	Class A Common Stock	33,954	$81.51	Direct	F4

* 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, 3,919.861 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, 1,774 shares were withheld by the Issuer to satisfy tax withholding obligations.
F3	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.
F4	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.