Jason Nichol - Nov 29, 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 29, 2021
Transactions value $: -$70,034
Form type: 4
Date filed: 12/1/2021, 04:28 PM
Previous filing: Nov 23, 2021
Next filing: Feb 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSN	Class A Common Stock	Options Exercise	$0	+2.84K	+32.84%	$0.00	11.5K	Nov 29, 2021	Direct	F1
transaction	TSN	Class A Common Stock	Tax liability	-$70K	-861	-7.49%	$81.34	10.6K	Nov 29, 2021	Direct	F2
holding	TSN	Class A Common Stock						1.97K	Nov 29, 2021	Employee Stock Purchase Plan	F3

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	Options Exercise	$0	-5.05K	-100%	$0.00^*	0	Nov 29, 2021	Class A Common Stock	5.05K		Direct	F4
holding	TSN	Performance Shares						3.33K	Nov 29, 2021	Class A Common Stock	3.33K		Direct	F5
holding	TSN	Performance Shares						4.94K	Nov 29, 2021	Class A Common Stock	4.94K		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, 2018 the Reporting Person received a grant of 5,048.806 performance shares which vested or expired on November 29, 2021 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $9,986 million for the 2019-2021 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2019-2021 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 29, 2021, 2,841.846 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired.
F2	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 1.
F3	Includes 25.7163 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.
F4	A portion of these performance shares vested as described in footnote 1. The remainder of the award expired.
F5	Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable 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. This award was previously disclosed on a Form 3 and is included in this filing solely to correct an error in number of shares at the 200 percent level.
F6	Award of performance Class A Common Stock which vests on November 20, 2023 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2021-2023) 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 2021-2023) 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. This award was previously disclosed on a Form 3 and is included in this filing solely to correct an error in number of shares at the 200 percent level.