TYSON FOODS, INC. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYSON FOODS, INC. (TSN)
CIK: 0000100493
Period of Report: 2021-11-29

Reporting Person: White Noel W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-29	Class A Common Stock	M	52100.514	—	Acquired	150510.237	Direct
2021-11-29	Class A Common Stock	F	23577	$81.88	Disposed	126933.237	Direct
2021-11-29	Class A Common Stock	F	11245	$81.88	Disposed	115688.237	Direct
2021-12-17	Class A Common Stock	A	133.103	—	Acquired	115821.34	Direct
2021-11-29	Class A Common Stock	F	61	—	Disposed	115760.34	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-29	Performance Shares	$	M	92561.428	Disposed		Class A Common Stock (92561.428)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	22411.4173	Indirect
Class A Common Stock	11279	Indirect

Footnotes

F1: On November 19, 2018 the Reporting Person received a grant of 92,561.425 performance shares which vested or expired on November 29, 2021 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $9,986 million for the 2019-2021 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2019-2021 fiscal years. The performance shares could vest at a level of 50%-200% per performance criteria and were previously reported in the aggregate as derivative securities at the 200% level. On November 29, 2021, 52,100.514 shares vested and are reported herein as acquired non-derivatives securities and the remainder of the award expired.

F2: Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 1.

F3: On November 29, 2021, 24,849.835 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the awardagreement, 11,245 shares were withheld by the Issuer to satisfy tax withholding obligations.

F4: Represents shares received under the Company's dividend reinvestment program in connection with an award under the Company's 2000 Stock Incentive Plan.

F5: Represents shares withheld pursuant to the terms of the award agreement to cover taxes due in respect of shares received under the Company's dividend reinvestment program in connection with an award under the Company's 2000 Stock Incentive Plan.

F6: Includes 119.0485 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.

F7: A portion of these performance shares vested as described in footnote 1. The remainder of the award expired.