Sec Form 4 Filing - Calaway Curt @ TYSON FOODS INC - 2016-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Calaway Curt
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)
SVP Controller & CAO
(Last) (First) (Middle)
2200 W DON TYSON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2016
(Street)
SPRINGDALE, AR72762
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/15/2016 J( 1 ) 35.406 A $ 0 17,421.875 ( 2 ) D
Class A Common Stock 11/17/2016 J( 3 ) 169.8413 A $ 0 2,672.0829 I Employee Stock Purchase Plan
Class A Common Stock 11/28/2016 A( 4 ) 1,285.567 A $ 0 18,707.442 ( 5 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Options (Right to Buy) $ 58.34 11/28/2016 A( 6 ) 5,589 11/28/2017 11/28/2026 Class A Common Stock 5,589 $ 58.34 5,589 D
Performance Shares ( 7 ) 11/28/2016 A( 7 ) 5,142.27 ( 7 ) ( 7 ) Class A Common Stock 5,142.27 ( 7 ) 5,142.27 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Calaway Curt
2200 W DON TYSON PARKWAY
SPRINGDALE, AR72762
SVP Controller & CAO
Signatures
/s/ Curt Calaway 11/30/2016
Signature of Reporting Person Date
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 1,514.402 shares of Class A Common Stock which vest on November 30, 2018.
( 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 )Award of Class A Common Stock which vests on November 28, 2019.
( 5 )Includes 1,514.402 shares of Class A Common Stock which vest on November 30, 2018 and 1,285.567 shares of Class A Common Stock which vest on November 28, 2019.
( 6 )The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.
( 7 )Award of performance Class A Common Stock which vests on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance metrics set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2017-2019) 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 2017-2019) period. Subject to the achievement of the performance metrics, 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 metrics are achieved, the award expires.

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