David R. Bray - Nov 18, 2022 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Role
Group President Poultry
Signature
/s/ Mark Liberman as Power of Attorney for David R. Bray
Stock symbol
TSN
Transactions as of
Nov 18, 2022
Transactions value $
-$75,282
Form type
4
Date filed
11/22/2022, 03:55 PM
Previous filing
Feb 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSN Class A Common Stock Tax liability -$26.6K -406 -3.86% $65.52 10.1K Nov 18, 2022 Direct F1
transaction TSN Class A Common Stock Options Exercise $0 +1.64K +16.24% $0.00 11.7K Nov 18, 2022 Direct F2
transaction TSN Class A Common Stock Tax liability -$48.7K -743 -6.23% $65.52 11.2K Nov 18, 2022 Direct F3
transaction TSN Class A Common Stock Award $0 +9.16K +81.88% $0.00 20.3K Nov 18, 2022 Direct F4, F5
holding TSN Class A Common Stock 1.88K Nov 18, 2022 Employee Stock Purchase Plan F6

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 -3.33K -100% $0.00* 0 Nov 18, 2022 Class A Common Stock 3.33K Direct F7
transaction TSN Class A Common Stock Award +36.6K 36.6K Nov 18, 2022 Class A Common Stock 36.6K Direct F8
transaction TSN Class A Common Stock Award $0 +37.9K $0.00 37.9K Nov 18, 2022 Class A Common Stock 37.9K $65.52 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 18, 2022, 896.123 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, 406 shares were withheld by the Issuer to satisfy tax withholding obligations.
F2 On November 18, 2019 the Reporting Person received a grant of performance shares which vested or expired on November 18, 2022 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $3.9 billion for the 2020-2022 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 2020-2022 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 18, 2022, 1,641.114 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired.
F3 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 2.
F4 Restricted Stock award of Class A Common Stock which vests on November 18, 2025.
F5 Includes 181.436 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.
F6 Includes 737.681 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.
F7 A portion of these performance shares vested as described in footnote 2. The remainder of the award expired.
F8 Award of performance Class A Common Stock which vests on November 18, 2025 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 2023-2025) 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 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) 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.
F9 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.