SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

O'Mara Noelle

(Last)

(First)

(Middle)

2200 W DON TYSON PARKWAY

(Street)

SPRINGDALE

72762

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2019

3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS, INC. [ TSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President Prepared Foods

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/21/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	6,222.374⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (Right to Buy)	11/28/2017⁽²⁾	11/28/2026	Class A Common Stock	2,515	$58.34	D
Non-Qualified Stock Options (Right to Buy)	11/17/2018⁽²⁾	11/17/2027	Class A Common Stock	4,115	$77.97	D
Non-Qualified Stock Options (Right to Buy)	11/19/2019⁽²⁾	11/19/2028	Class A Common Stock	6,608	$59.42	D
Performance Shares	⁽³⁾	⁽³⁾	Class A Common Stock	1,157.01	⁽³⁾	D
Performance Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,847.634	⁽⁴⁾	D
Performance Shares	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,048.806	⁽⁵⁾	D

Explanation of Responses:

1. Includes 1,213.586 shares of Class A Common Stock which vest on November 28, 2019; 1,484.135 shares which vest on May 12, 2020; 994.765 shares of Class A Common Stock which vest on November 17, 2020; 1,283.765 shares of Class A Common Stock which vest on November 19, 2021; and 1,246.123 shares of Class A Common stock which vest on May 10, 2022.

2. The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.

3. Award of performance Class A Common Stock which vests on November 18, 2019 if the performance criteria described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance criteria are (1) achievement of a three year (fiscal 2017-2019) cumulative EBIT target and (2) a favorable comparison of the total shareholder return of the Issuer's Class A Common Stock to a peer group of publicly traded companies over a three year (fiscal 2017-2019) period, as more particularly described in the SIA. 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 as the 200% level. If neither of the performance criteria are achieved, the award expires.

4. Award of performance Class A Common Stock which vests on November 20, 2020 if the performance criteria described in the applicable SIA are achieved. The performance criteria set forth in the SIA are (1) achievement of a three year (fiscal 2018-2020) cumulative EBIT 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 2018-2020 ) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50% to 200% and are reported as derivative securities at the 200% level. If neither of the performance criteria are achieved, the award expires.

5. Award of performance Class A Common Stock which vests on November 29, 2021 if the performance criteria described in the SIA are achieved. The performance criteria set forth in the SIA are (1) achievement of a three year (fiscal 2019-2021) 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 2019-2021) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50% to 200% and are reported as derivative securities at the 200% level. If neither of the performance criteria are achieved, the award expires.

Remarks:

	/s/ R. Read Hudson by Power of Attorney for Noelle O'Mara	11/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.