Sec Form 3 Filing - O'Mara Noelle @ TYSON FOODS, INC. - 2019-08-12

FORM 3 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 O'Mara Noelle 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) Group President Prepared Foods (Last) (First) (Middle) 400 S. JEFFERSON ST. 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2019 (Street) CHICAGO, IL60607 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 6,222.374 ( 1 ) 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 11/28/2017( 2 ) 11/28/2026 Class A Common Stock 2,515 D Non-Qualified Stock Options (Right to Buy) $ 77.97 11/17/2018( 2 ) 11/17/2027 Class A Common Stock 4,115 D Non-Qualified Stock Options (Right to Buy) $ 59.42 11/19/2019( 2 ) 11/19/2028 Class A Common Stock 6,608 D Performance Shares ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 578.505 D Performance Shares ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,923.817 D Performance Shares ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 2,524.403 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Mara Noelle 400 S. JEFFERSON ST. CHICAGO, IL60607 Group President Prepared Foods Signatures /s/ Noelle O'Mara 08/21/2019 Signature of Reporting Person Date

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.

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