SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LEATHERBY DENNIS

(Last) (First) (Middle)
2200 DON TYSON PARKWAY

(Street)
SPRINGDALE AR 72762

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2015 J (1) 78.2449 A $0 113,965.2449 (2) D
Class A Common Stock 11/19/2015 J (3) 955.8768 A $0 4,820.8768 I Employee Stock Purchase Plan
Class A Common Stock 11/30/2015 A (4) 14,654.449 A $0 128,619.6939 (2) D
Class A Common Stock 11/30/2015 S (5) 7,159 D $50 121,460.6939 (2) D
Class A Common Stock 11/30/2015 M (6) 43,272.728 A $0 164,733.4219 (2) D
Class A Common Stock 11/30/2015 S (7) 21,140 D $50 143,593.4219 (2) D
Class A Common Stock 11/30/2015 A (8) 8,432.475 A $0 152,025.8969 (2) D
Class A Common Stock 12/02/2015 M 8,000 A $15.37 160,025.8969 (2) D
Class A Common Stock 12/02/2015 M 8,000 A $15.06 168,025.8969 (2) D
Class A Common Stock 12/02/2015 M 40,000 A $4.9 208,025.8969 (2) D
Class A Common Stock 12/02/2015 M 26,667 A $12.02 234,692.8969 (2) D
Class A Common Stock 12/02/2015 S 82,667 D $50.954 (9) 152,025.8969 (2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (6) 11/30/2015 M 45,454 (6) (6) Class A Common Stock 45,454 $0 0 D
Performance Shares (10) 11/30/2015 A (10) 33,729.9 (10) (10) Class A Common Stock 33,729.9 (10) 33,729.9 D
Non-Qualified Stock Options (Right to Buy) $50 11/30/2015 A (11) 36,759 11/30/2016 11/30/2025 Class A Common Stock 36,759 $50 36,759 D
Non-Qualified Stock Options (Right to Buy) $15.37 12/02/2015 M 8,000 11/17/2008 11/17/2016 Class A Common Stock 8,000 $15.37 0 D
Non-Qualified Stock Options (Right to Buy) $15.06 12/02/2015 M 8,000 11/16/2009 11/16/2017 Class A Common Stock 8,000 $15.06 0 D
Non-Qualified Stock Options (Right to Buy) $4.9 12/02/2015 M 40,000 11/14/2010 11/14/2018 Class A Common Stock 40,000 $4.9 0 D
Non-Qualified Stock Options (Right to Buy) $12.02 12/02/2015 M 26,667 11/30/2010 11/30/2019 Class A Common Stock 26,667 $12.02 13,333 D
Explanation of Responses:
1. Represents 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.
2. Includes 9,278.9249 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2016 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved; and 7,467.32 shares of Class A Common Stock which vest on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2017 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved.
3. Represents 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.
4. On November 26, 2012, the Reporting Person received a grant of restricted Class A Common Stock which were scheduled to vest on November 30, 2015 provided the Company achieved adjusted EBIT of more than $100 million in the aggregate for the 2013-2015 fiscal years. On November 30, 2015, 14,654.449 shares of restricted Class A Common Stock vested.
5. Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 4.
6. On November 26, 2012 the Reporting Person received a grant of performance shares which vested or expired on November 30, 2015 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $3,844 million for the 2013- 2015 fiscal years and (b) a favorable comparison of the Issuer's Class A common stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2013- 2015 fiscal years. The performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. On November 30, 2015, 43,272.728 shares vested and are reported herein as acquired non-derivatives securities.
7. Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 6.
8. Award of Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved. The performance criterion is achievement of a three year (fiscal 2016-2018) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance criterion is not achieved, the award expires.
9. This is a weighted average price. These shares were sold in multiple transactions on December 2, 2015. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
10. Award of performance Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance criteria set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2016-2018) cumulative EBIT target and (2) a favorable comparison of the market price of the Issuer's Class A Common Stock to a predetermined peer group of publicly traded companies over a three year (fiscal 2016-2018) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50%-200% and are reported as derivative securities at the 200% level. If neither of the performance criteria is achieved, the award expires.
11. The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
Remarks:
/s/ Dennis Leatherby 12/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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