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Filing Details

Accession Number:: 0000100493-15-000144
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-02 14:43:20
Reporting Period:: 2015-09-15

Filing Date:: 2015-12-02
Accepted Time:: 2015-12-02 14:43:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
100493	Tyson Foods Inc	TSN	Poultry Slaughtering And Processing (2015)	710225165

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1019048	Dennis Leatherby	2200 Don Tyson Parkway Springdale AR 72762	Evp & Cfo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-09-15	78	$0.00	113,965	No	4	J	Direct
Class A Common Stock	Acquisiton	2015-11-19	956	$0.00	4,821	No	4	J	Indirect	Employee Stock Purchase Plan
Class A Common Stock	Acquisiton	2015-11-30	14,654	$0.00	128,620	No	4	A	Direct
Class A Common Stock	Disposition	2015-11-30	7,159	$50.00	121,461	No	4	S	Direct
Class A Common Stock	Acquisiton	2015-11-30	43,273	$0.00	164,733	No	4	M	Direct
Class A Common Stock	Disposition	2015-11-30	21,140	$50.00	143,593	No	4	S	Direct
Class A Common Stock	Acquisiton	2015-11-30	8,432	$0.00	152,026	No	4	A	Direct
Class A Common Stock	Acquisiton	2015-12-02	8,000	$15.37	160,026	No	4	M	Direct
Class A Common Stock	Acquisiton	2015-12-02	8,000	$15.06	168,026	No	4	M	Direct
Class A Common Stock	Acquisiton	2015-12-02	40,000	$4.90	208,026	No	4	M	Direct
Class A Common Stock	Acquisiton	2015-12-02	26,667	$12.02	234,693	No	4	M	Direct
Class A Common Stock	Disposition	2015-12-02	82,667	$50.95	152,026	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Indirect	Employee Stock Purchase Plan
No	4	A	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	A	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Performance Shares	Disposition	2015-11-30	45,454	$0.00	45,454	$0.00
Class A Common Stock	Performance Shares	Acquisiton	2015-11-30	33,730	$0.00	33,730	$0.00
Class A Common Stock	Non-Qualified Stock Options (Right to Buy)	Acquisiton	2015-11-30	36,759	$50.00	36,759	$50.00
Class A Common Stock	Non-Qualified Stock Options (Right to Buy)	Disposition	2015-12-02	8,000	$15.37	8,000	$15.37
Class A Common Stock	Non-Qualified Stock Options (Right to Buy)	Disposition	2015-12-02	8,000	$15.06	8,000	$15.06
Class A Common Stock	Non-Qualified Stock Options (Right to Buy)	Disposition	2015-12-02	40,000	$4.90	40,000	$4.90
Class A Common Stock	Non-Qualified Stock Options (Right to Buy)	Disposition	2015-12-02	26,667	$12.02	26,667	$12.02

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct
33,730			No	4	A	Direct
36,759	2016-11-30	2025-11-30	No	4	A	Direct
0	2008-11-17	2016-11-17	No	4	M	Direct
0	2009-11-16	2017-11-16	No	4	M	Direct
0	2010-11-14	2018-11-14	No	4	M	Direct
13,333	2010-11-30	2019-11-30	No	4	M	Direct

Footnotes

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.
Includes 9,278.9249 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 2016 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved; and 7,467.32 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 criterion described in the applicable Stock Incentive Agreement is achieved.
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.
On November 26, 2012, the Reporting Person received a grant of restricted Class A Common Stock which were scheduled to vest on November 30, 2015 provided the Company achieved adjusted EBIT of more than $100 million in the aggregate for the 2013-2015 fiscal years. On November 30, 2015, 14,654.449 shares of restricted Class A Common Stock vested.
Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 4.
On November 26, 2012 the Reporting Person received a grant of performance shares which vested or expired on November 30, 2015 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $3,844 million for the 2013- 2015 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 2013- 2015 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 30, 2015, 43,272.728 shares vested and are reported herein as acquired non-derivatives securities.
Pursuant to an election made by the Reporting Person these shares were sold by the Reporting Person to the Issuer on November 30, 2015, to satisfy tax withholding obligations related to the vesting described in footnote 6.
Award of Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance criterion described in the applicable Stock Incentive Agreement is achieved. The performance criterion is achievement of a three year (fiscal 2016-2018) cumulative EBIT target as set forth in the Stock Incentive Agreement. If the performance criterion is not achieved, the award expires.
This is a weighted average price. These shares were sold in multiple transactions on December 2, 2015. 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.
Award of performance Class A Common Stock which vests on the fourth business day following the filing of the Issuer's Annual Report on Form 10-K for its 2018 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance criteria set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2016-2018) cumulative EBIT target and (2) a favorable comparison of the market price of the Issuer's Class A Common Stock to a predetermined peer group of publicly traded companies over a three year (fiscal 2016-2018) period. 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 at the 200% level. If neither of the performance criteria is achieved, the award expires.
The stock options vest at 33 1/3% on each of the first, second, and third anniversary dates of the grant.