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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 | ||||||||
| 4.75% Tangible Equity Units | (3) | 08/05/2014 | J | 30,000 | (3) | (3) | Class A Common Stock | 39,684 (4) | $ 50 | 30,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TYSON BARBARA 2200 DON TYSON PARKWAY SPRINGDALE, AR 72762 |
X | |||
| /s/ R.Read Hudson by Power of Attorney for Barbara Tyson | 08/07/2014 | |
| **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) | 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 reporting requirements pursuant to Rule 16a-11. |
| (2) | Includes 15,523 shares of the Issuer's Class A Common Stock acquired by the Reporting Person pursuant to the Deferred Fee Plan for Directors, which shares shall vest 180 days after termination of the Reporting Person's service as a member of the Issuer's board of directors. |
| (3) | Each 4.75% Tangible Equity Unit (TEU) includes a prepaid stock purchase contract that will automatically settle on July 15, 2017 (subject to postponement in certain limited circumstances) for between 1.0582 and 1.3228 shares of the Issuer's Class A common stock (subject to adjustment in certain circumstances), based upon the applicable market value of the Issuer's Class A common stock prior to settlement. The Reporting Person may elect to settle the purchase contracts prior to July 15, 2017 at the minimum settlement rate of 1.0582 shares of the Issuer's Common Stock, and the Issuer may elect to settle the purchase contracts prior to such date at the maximum settlement rate of 1.3228 shares of the Issuer's Class A common stock. The purchase contracts may also be settled early in connection with certain fundamental changes of the Issuer. |
| (4) | Represents the maximum number of shares of the Issuer's Class A common stock initially issuable upon settlement of the purchase contracts included in the TEUs based on the maximum settlement rate. |