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
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1. Name and Address of Reporting Person*
Langholz Christopher Lynn

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

(Street)
SPRINGDALE AR 72762

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2020
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)
President International
5. 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 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 65,603.276(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (2) (2) Class A Common Stock 16,670.372 (2) D
Non-Qualified Stock Options (Right to Buy) 11/18/2020 11/18/2029 Class A Common Stock 22,375(3) $89.98 D
Explanation of Responses:
1. Includes 61,415.833 shares of Class A Common Stock, 20% of which vest on November 18, 2020 and the balance on November 18, 2021 if the performance metrics described in the applicable Stock Incentive Agreement ("SIA") are achieved, and 4,187.443 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved.
2. 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.
3. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant.
Remarks:
/s/ R. Read Hudson by Power of Attorney for Christopher Lynn Langholz 02/10/2020
** 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.
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