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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Contract to Sell | (4) (5) (6) | 08/22/2006 | 08/22/2006 | J(3)(4)(5) | 1 | 08/22/2006 | 08/22/2006 | Class B Common Stock (2) (3) | 1,000,000 | (4) (5) (6) | 3 | I | By TLP Investment, L.P. | ||
| Contract to Sell | (4) (5) (6) | 08/22/2006 | 08/22/2006 | J(3)(4)(5) | 1 | 08/22/2006 | 08/22/2006 | Class B Common Stock (2) (3) | 1,000,000 | (4) (5) (6) | 2 | I | By TLPCRT, L.P. | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TYSON DONALD J PO BOX 2020 2210 WEST OAKLAWN SPRINGDALE, AR 72765 |
X | X | ||
| By: By: R. Read Hudson, by power of attorney for | 08/24/2006 | |
| **Signature of Reporting Person | Date |
| * | 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) | The transactions disclosed in this report were effected by TLPCRT, L.P. and TLP Investment, L.P., each a limited partnership for which the Tyson Limited Partnership (the "Partnership") directly or indirectly holds all of the outstanding beneficial interest, and the Partnership. The reporting person has approximately a 54% combined interest as a general and limited partner in the Partnership. Amounts disclosed in this report represent the reporting person's pro rata interest in such transactions. |
| (2) | In connection with the settlement of the Contracts (as defined below), each of TLPCRT, L.P and TLP Investment, L.P. (collectively the "Counterparties") converted 1,000,000 shares of Class B Common Stock subject to the Contracts to Class A Common Stock (on a one for one basis) in order to settle the Contracts in Class A Common Stock pursuant to the terms of the Contracts. |
| (3) | On November 19, 2004, each of TLPCRT, L.P and TLP Investment, L.P. (collectively the "Counterparties") entered into pre-paid variable equity forward contracts (the "Contracts") with an unaffiliated third party buyer (the "Buyer"). In exchange for a cash payment, each of the Counterparties pledged 1,000,000 shares of Class B Common Stock of Tyson Foods, Inc. (the "Company") and agreed to settle the Contracts with either a payment of cash or the delivery of up to 1,000,000 shares of the Company's Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock). The Counterparties chose to settle the Contracts through the delivery of shares. |
| (4) | Under the terms of the Contracts, the Counterparties agreed to collectively deliver a number of shares of Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock) on the expiration date of the Contracts as follows: (i) if the Final Price (as defined below) is less than the Floor Price (as defined below), then 2,000,000 shares; (ii) if the Final Price is less than or equal to the Cap Price (as defined below) , but greater than or equal to the Floor Price, then a number of shares equal to 2,000,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 2,000,000 multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. |
| (5) | The Contract had a Floor Price equal to $16.6385/share and a Cap Price equal to $19.9662 /share, each based on an average market price of the Company's Class A Common Stock of $16.6385/share over a four trading day period ending on November 19, 2004. |
| (6) | On the expiration date the Final Price was $14.56 (based on the closing price for the Company's Class A Common stock on August 22, 2006) which was less than the Floor Price, resulting in the Partnership delivering all 2,000,000 shares of the Company's Class A Common Stock to the Buyer. |
| (7) | Represents shares purchased from 07-01-06 through 07-31-06 for the reporting person's account in the Tyson Foods, Inc. Employee Stock Purchase Plan which transactions are exempt under Section 16(b)(3). |