Sec Form 4 Filing - Stouffer Stephen R @ TYSON FOODS INC - 2016-09-20

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 Stouffer Stephen R 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) President of Fresh Meats (Last) (First) (Middle) 2200 W DON TYSON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2016 (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 09/20/2016 J( 1 ) 167.5838 A $ 0 32,981.814 ( 2 ) D Class A Common Stock 11/17/2016 J( 3 ) 159.1384 A $ 0 2,677.341 I Employee Stock Purchase Plan Class A Common Stock 11/28/2016 M( 4 ) 22,465.576 A $ 0 55,447.39 ( 2 ) D Class A Common Stock 11/28/2016 F( 5 ) 9,426 D $ 0 46,021.39 ( 2 ) D Class A Common Stock 11/28/2016 F( 6 ) 3,930 D $ 0 42,091.39 ( 7 ) D Class A Common Stock 11/28/2016 A( 8 ) 7,250.9 A $ 0 49,342.29 ( 9 ) 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 Performance Shares ( 4 ) 11/28/2016 M 29,164 ( 4 ) ( 4 ) Class A Common Stock 29,164 $ 0 0 D Non-Qualified Stock Options (Right to Buy) $ 58.34 11/28/2016 A( 10 ) 31,522 11/28/2017 11/28/2026 Class A Common Stock 31,522 $ 58.34 31,522 D Performance Shares ( 11 ) 11/28/2016 A( 11 ) 14,501.8 ( 11 ) ( 11 ) Class A Common Stock 14,501.8 ( 11 ) 14,501.8 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stouffer Stephen R 2200 W DON TYSON PARKWAY SPRINGDALE, AR72762 President of Fresh Meats Signatures /s/ R. Read Hudson as Power of Attorney for Stephen R. Stouffer 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 9,368.014 shares of Class A Common Stock which vested as described in footnote 6; 6,996.3633 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 metrics described in the applicable Stock Incentive Agreement are achieved; and, 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are 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 22, 2013 the Reporting Person received a grant of 29,164 performance shares which vested (in whole or in part) or expired on November 28, 2016 subject to the achievement of performance metrics in the applicable Stock Incentive Agreement. The performance metrics were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $6,344 million for the 2014-2016 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 2014-2016 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 28, 2016, 22,465.576 shares vested and are reported herein as acquired non-derivatives securities. ( 5 )Pursuant to an election made by the Reporting Person, 9,426 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations related to the vesting described in footnote 4. ( 6 )On November 28, 2016, 9,368.014 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, 3,930 shares were sold by the Reporting Person to the Issuer on November 28, 2016, to satisfy tax withholding obligations. ( 7 )Includes 6,996.3633 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 metrics described in the applicable Stock Incentive Agreement are achieved; and, 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. ( 8 )Award of Class A Common Stock which vests on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved. The performance criterion is achievement of a three year (fiscal 2017-2019) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance metric is not achieved, the award expires. ( 9 )Includes 6,996.3633 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 metrics described in the applicable Stock Incentive Agreement are achieved; 8,513.437 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved; and 7,250.9 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement is achieved. ( 10 )The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant. ( 11 )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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