TYSON FOODS, INC. — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYSON FOODS INC (TSN)
CIK: 0000100493
Period of Report: 2012-11-26

Reporting Person: Smith Donald (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-14	Class A Common Stock	J	296	—	Acquired	158246	Direct
2012-11-21	Class A Common Stock	J	1704	—	Acquired	59300	Indirect
2012-11-26	Class A Common Stock	D	2219	—	Disposed	156027	Direct
2012-11-26	Class A Common Stock	F	51873	$19.36	Disposed	104154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	Non-Qualifed Stock Options (right to buy)	$19.36	A	256900	Acquired	2022-11-26	Class A Common Stock (256900)	Direct
2012-11-26	Performance Shares	$	A	165289	Acquired		Class A Common Stock (165289)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	904	Indirect
Class A Common Stock	4527	Indirect

Footnotes

F1: Represents shares of the Issuer's Class A Common Stock received by the Reporting Person September 14, 2012 pursuant to a dividend reinvestment feature under the Issuer's stock plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 reporting requirements pursuant to Rule 16a-11.

F2: 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 Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 reporting requirements pursuant to Rule 16b-3.

F3: On November 14, 2012, the Issuer entered into a new employment agreement (the "Employment Agreement") with the Reporting Person. In connection with the Employment Agreement, 119,383 previously reported shares of restricted Class A Common Stock vested on November 26, 2012 and 2,219 shares were cancelled.

F4: Pursuant to an election made by the Reporting Person, 51,873 shares were sold by the Reporting Person to the Issuer on November 26, 2012, to satisfy tax withholding obligations related to the vesting described in note 3.

F5: The stock options vest at 33 1/3% on the first anniversary date of the grant and 33 1/3% for each of the following two years.

F6: 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 2015 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement (the "Incentive Agreement") are achieved. The performance metrics are (1) achievement of a three year (fiscal 2013-2015) cumulative EBIT target as set forth in the Incentive Agreement and (2) a comparison of the market price of the Issuer's Class A Common Stock to a peer group of publically traded companies selected by the Compensation Committee of the Board of Directors of Issuer over a three year (fiscal 2013-2015) period, as more particularly described in the Incentive Agreement. If neither of the performance metrics is achieved, the award expires.