Edgar Filing: TYSON FOODS INC

Ownership Submission

FORM 4

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stouffer Stephen R

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)
President of Fresh Meats

(Last)

(First)

(Middle)

2200 DON TYSON PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

(Street)

SPRINGDALE, AR 72762

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/17/2015		J⁽¹⁾		69.002	A	$ 0	32,814.2302 ⁽²⁾	D
Class A Common Stock	01/28/2016		J⁽³⁾		50.6185	A	$ 0	2,518.2026	I	Employee Stock Purchase Plan
Class A Common Stock	02/08/2016		M		3,840	A	$ 16.19	36,654.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		S		3,840	D	$ 59.69 ⁽⁴⁾	32,814.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		M		3,840	A	$ 19.63	36,654.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		S		3,840	D	$ 59.675 ⁽⁵⁾	32,814.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		M		21,200	A	$ 19.36	54,014.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		S		21,200	D	$ 59.59 ⁽⁶⁾	32,814.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		M		49,667	A	$ 31.82	82,481.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		S		49,667	D	$ 59.711 ⁽⁷⁾	32,814.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		M		24,834	A	$ 42.26	57,648.2302 ⁽²⁾	D
Class A Common Stock	02/08/2016		S		24,834	D	$ 59.766 ⁽⁸⁾	32,814.2302 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options (Right to Buy)

$ 16.19

02/08/2016

3,840

11/29/2011

11/29/2020

Class A Common Stock

3,840

$ 16.19

Non-Qualified Stock Options (Right to Buy)

$ 19.63

02/08/2016

3,840

11/28/2012

11/28/2021

Class A Common Stock

3,840

$ 19.63

Non-Qualified Stock Options (Right to Buy)

$ 19.36

02/08/2016

21,200

11/26/2013

11/26/2022

Class A Common Stock

21,200

$ 19.36

Non-Qualified Stock Options (Right to Buy)

$ 31.82

02/08/2016

49,667

11/22/2014

11/22/2023

Class A Common Stock

49,667

$ 31.82

24,833

Non-Qualified Stock Options (Right to Buy)

$ 42.26

02/08/2016

24,834

11/21/2015

11/21/2024

Class A Common Stock

24,834

$ 42.26

49,666

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stouffer Stephen R 2200 DON TYSON PARKWAY SPRINGDALE, AR 72762			President of Fresh Meats

Signatures

Stephen R. Stouffer		02/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	Includes 9,304.9089 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 metrics described in the applicable Stock Incentive Agreement are achieved; Includes 6,949.2333 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 metrics described in the applicable Stock Incentive Agreement are achieved; and, includes 8,456.0880 shares of Class A Common Stock which vest on December 1, 2018 if the performance metrics described in the applicable Stock Incentive Agreement are achieved.
(3)	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.
(4)	This is a weighted average price. These shares were sold in multiple transactions on February 8, 2016 at prices ranging from $59.69 to $59.71, inclusive. 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.
(5)	This is a weighted average price. These shares were sold in multiple transactions on February 8, 2016 at prices ranging from $59.65 to $59.77, inclusive. 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.
(6)	This is a weighted average price. These shares were sold in multiple transactions on February 8, 2016 at prices ranging from $59.52 to $59.80, inclusive. 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.
(7)	This is a weighted average price. These shares were sold in multiple transactions on February 8, 2016 at prices ranging from $59.61 to $59.82, inclusive. 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.
(8)	This is a weighted average price. These shares were sold in multiple transactions on February 8, 2016 at prices ranging from $59.60 to $59.96, inclusive. 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.

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