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Form 4 TYSON FOODS INC For: Nov 21 Filed by: Oleksiuk Mary

November 25, 2014 4:06 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Oleksiuk Mary
(Last) (First) (Middle)
400 S. JEFFERSON STREET
(Street)
CHICAGO IL 60607
(City) (State) (Zip)
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)
EVP & Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2014
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/21/2014   A   4,140 (1) A $ 0 4,140 D  
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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Options (Right to Buy) $ 42.26 11/21/2014   A   44,967   11/21/2015 11/21/2024 Class A Common Stock 44,967.00 $ 42.26 44,967 D  
Performance Shares (2) 11/21/2014   A (2)   13,249     (2)   (2) Class A Common Stock 13,249.00 (2) 13,249 D  
Explanation of Responses:
1. 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 2017 fiscal year if the performance metrics described in the applicable Stock Incentive Agreement (the Incentive Agreement) are achieved. The performance metrics are achievement of a three year (fiscal 2015-2017) cumulative EBIT target as set forth in the Incentive Agreement. If the performance metrics are not achieved, the award expires.
2. 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 2017 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 2015-2017) 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 publicly traded companies selected by the Compensation Committee of the Board of Directors of Issuer over a three year (fiscal 2015-2017) period, as more particularly described in the Incentive Agreement. If neither of the performance metrics is achieved, the award expires.
/s/ R. Read Hudson by Power of Attorney for Mary Oleksiuk 11/25/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.

To Whom It May Concern:

I, Mary Oleksiuk, the undersigned, of 2200 Don Tyson Parkway, Springdale, AR 72762 hereby appoint David L. Van Bebber, R. Read Hudson and Brett Worlow as my true and lawful attorneys in fact, giving to each individually the full power and authority to execute and file on my behalf all forms necessary for reporting my transactions in Tyson Foods, Inc. securities to the Securities and Exchange Commission, including without limitation Forms 3, 4 or 5.

This power of attorney will continue until terminated by me in writing, or until I am no longer required to report my trading activity in Tyson Foods, Inc. securities to the Securities and Exchange Commission.


_______________________________
Mary Oleksiuk


STATE OF ARKANSAS����)
)
COUNTY OF WASHINGTON )


Before me, the undersigned authority, on this day appeared Mary Oleksiuk, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the instrument for the purposes and consideration expressed in the instrument, as the act and deed of Mary Oleksiuk.


Given under my hand and seal of office on the 25th day of September, 2014.


__________________________________��������������������������������Notary Public


My Commission Expires:______________
(SEAL)

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