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Sec Form 4 Filing - LEATHERBY DENNIS @ TYSON FOODS INC - 2016-12-21

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
LEATHERBY DENNIS
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)
Chief Financial Officer
(Last)
(First)
(Middle)
2200 W DON TYSON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2016
(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 12/21/2016 J( 1 ) 5,777 D $ 0 375.2356 I Employee Stock Purchase Plan
Class A Common Stock 12/21/2016 J( 1 ) 5,777 A $ 0 155,020.115 ( 2 ) D
Class A Common Stock 12/21/2016 G 9,000 D $ 0 146,020.115 ( 2 ) D
Class A Common Stock 12/21/2016 G 1,000 D $ 0 145,020.115 ( 2 ) D
Class A Common Stock 06/19/2017 J( 3 ) 252.87 A $ 0 145,272.985 ( 2 ) D
Class A Common Stock 08/10/2017 J( 4 ) 1,050.926 A $ 0 1,426.1616 I Employee Stock Purchase Plan
Class A Common Stock 08/14/2017 M 70,600 A $ 19.36 215,872.985 ( 2 ) D
Class A Common Stock 08/14/2017 S 70,600 D $ 65.988 ( 5 ) 145,272.985 ( 2 ) D
Class A Common Stock 08/14/2017 M 74,500 A $ 31.82 219,772.985 ( 2 ) D
Class A Common Stock 08/14/2017 S 74,500 D $ 65.956 ( 6 ) 145,272.985 ( 2 ) 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) $ 19.36 08/14/2017 M 70,600 11/26/2013 11/26/2022 Class A Common Stock 70,600 $ 19.36 0 D
Non-Qualified Stock Options (Right to Buy) $ 31.82 08/14/2017 M 74,500 11/22/2014 11/22/2023 Class A Common Stock 74,500 $ 31.82 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEATHERBY DENNIS
2200 W DON TYSON PARKWAY
SPRINGDALE, AR72762
Chief Financial Officer
Signatures
/s/ Dennis Leatherby 08/15/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person transferred shares from his Employee Stock Purchase Plan account into his personal stock account thereby changing the ownership of the Class A Common Stock from indirect to direct.
( 2 )Includes 7,620.824 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; 8,605.818 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 7,329.581 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.
( 3 )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.
( 4 )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.
( 5 )This is a weighted average price. These shares were sold in multiple transactions on August 14, 2017 at prices ranging from $65.83 to $66.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
( 6 )This is a weighted average price. These shares were sold in multiple transactions on August 14, 2017 at prices ranging from $65.83 to $66.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

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 4(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.