SEC FORM 4

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^*

Ramsey Douglas Wayne

(Last)

(First)

(Middle)

2200 W DON TYSON PARKWAY

(Street)

SPRINGDALE

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)
	Group President McDonalds

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2020		J⁽¹⁾		1.3656	A	$0	102.3686	I	Employee Stock Purchase Plan
Class A Common Stock	09/16/2020		J⁽²⁾		240.47	A	$0	28,491.767⁽³⁾	D
Class A Common Stock	11/20/2020		F⁽⁴⁾		2,689	D	$60.74	25,802.767⁽⁵⁾	D
Class A Common Stock	11/20/2020		M⁽⁶⁾		3,384.955	A	$0	29,187.722⁽⁵⁾	D
Class A Common Stock	11/20/2020		F⁽⁷⁾		1,566	D	$60.74	27,621.722⁽⁵⁾	D
Class A Common Stock	11/20/2020		A⁽⁸⁾		6,297.333	A	$0	33,919.055⁽⁹⁾	D
Class A Common Stock	11/20/2020		A⁽¹⁰⁾		7,820.217	A	$0	41,739.272⁽¹¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽¹²⁾	11/20/2020		M			21,803.258	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	21,803.258	$0	0	D
Performance Shares	⁽¹³⁾	11/20/2020		A		25,189.332		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	25,189.332	⁽¹³⁾	25,189.332	D
Non-Qualified Stock Options (Right to Buy)	$60.74	11/20/2020		A⁽¹⁴⁾		32,116		11/20/2021	11/20/2030	Class A Common Stock	32,116	$0	32,116	D

Explanation of Responses:

1. 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.

2. 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.

3. Includes 5,811.96 shares of Class A Common Stock which vested on November 20, 2020; 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved and 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.

4. On November 20, 2020, 5,811.96 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to an election made by the Reporting Person, 2,689 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations.

5. Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved and 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.

6. On November 17, 2017 the Reporting Person received a grant of 21,803.258 performance shares which vested or expired on November 20, 2020 subject to the achievement of performance criteria in the applicable SIA. The performance criteria were (a) a cumulative operating income target of $11,326 million for the 2018-2020 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 2018-2020 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 20, 2020, 3,384.955 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired.

7. Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 20, 2020, to satisfy tax withholding obligations related to the vesting described in footnote 6.

8. Restricted Stock award of Class A Common Stock which vests on November 20, 2023.

9. Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved; 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved and 6,297.333 shares of Class A Common Stock which vest on November 20, 2023.

10. Award of restricted stock units ("RSUs") which vest in equal annual increments on each of the first and second anniversary dates of the grant and become fully vested after two years. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

11. Includes 7,941.657 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved; 4,363.783 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved; 7,820.217 RSUs which vest in equal annual installments on each of the first and second anniversary dates of the grant and become fully vested on November 20, 2022 and 6,297.333 shares of Class A Common Stock which vest on November 20, 2023.

12. A portion of these performance shares vested as described in footnote 6. The remainder of the award expired.

13. Award of performance Class A Common Stock which vests on November 20, 2023 if the performance metrics described in the applicable Stock Incentive Agreement (the "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.

14. 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.

Remarks:

	/s/ R. Read Hudson as Power of Attorney for Douglas W. Ramsey	11/24/2020
	** 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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