Sec Form 3 Filing - Deckinger Adam S. @ TYSON FOODS, INC. - 2023-01-12

Insider filing report for Changes in Beneficial Ownership
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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
Deckinger Adam S.
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)
General Counsel and Secretary
(Last) (First) (Middle)
2200 W DON TYSON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2023
(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 10,670.855( 1 ) D
Class A Common Stock 2,378.0541 I Employee Stock Purchase Plan
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 ( 2 ) < /span> ( 2 ) ( 2 ) Class A Common Stock 720.284 D
Performance Shares ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 536.744 D
Performance Shares ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,289.377 D
Non-Qualified Stock Options (Right to Buy) $ 59.42 11/19/2019 11/19/2028 Class A Common Stock 3,855( 5 ) D
Non-Qualified Stock Options (Right to Buy) $ 89.98 11/18/2020 11/18/2029 Class A Common Stock 2,611( 5 ) D
Non-Qualified Stock Options (Right to Buy) $ 60.74 11/20/2021 11/20/2030 Class A Common Stock 3,910( 5 ) D
Non-Qualified Stock Options (Right to Buy) $ 81.51 11/19/2022 11/19/2031 Class A Common Stock 2,647( 5 ) D
Non-Qualified Stock Options (Right to Buy) $ 65.52 11/18/2023 11/18/2032 Class A Common Stock 4,741( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deckinger Adam S.
2200 W DON TYSON PARKWAY
SPRINGDALE, AR72762
General Counsel and Secretary
Signatures
/s/ Mark Liberman by Power of Attorney for Adam S. Deckinger 01/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,520.092 shares of Class A Common Stock which vest on November 20, 2023; 1,106.145 shares of Class A Common Stock which vest on November 19, 2024; 1,161.01 shares of Class A Common Stock which vest on February 11, 2025; and 1,144.689 shares of Class A Common Stock which vest on November 18, 2025.
( 2 )Award of performance Class A Common Stock which vests on November 20, 2023 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2021-2023) 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 2021-2023) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires.
( 3 )Award of performance Class A Common Stock which vests on November 19, 2024 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2022-2024) 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 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.
( 4 )Award of performance Class A Common Stock which vests on November 18, 2025 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2023-2025) 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 2023-2025) period; and (3) achievement of a three year (fiscal 2023-2025) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.
( 5 )These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years.

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