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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 | ||||||||
| Performance Shares | (7) | 12/01/2018 | M | 50,124.48 | (7) | (7) | Class A Common Stock | 50,124.48 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| White Noel W 2200 W DON TYSON PARKWAY SPRINGDALE, AR 72762 |
President & CEO | |||
| /s/ R. Read Hudson by Power of Attorney for Noel W. White | 12/04/2018 | |
| **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 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. |
| (2) | On November 30, 2015 the Reporting Person received a grant of 25,062.24 performance shares which vested or expired on December 1, 2018 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $6,877 million for the 2016-2018 fiscal years and (b) a favorable comparison of the Issuer's Class A common stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2016-2018 fiscal years. The performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. On December 1, 2018, 47,683.418 shares vested and are reported herein as acquired non-derivatives securities and 2,441.062 shares expired. |
| (3) | Includes 13,047.165 shares of Class A Common Stock which vested on December 1, 2018 as described in footnote 5; 11,281.43 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable Stock Incentive Agreement ("SIA") is achieved; 2,642.433 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 8,802.501 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 23,140.357 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved. |
| (4) | Pursuant to an election made by the Reporting Person, 22,055 shares were sold by the Reporting Person to the Issuer on November 30, 2018, to satisfy tax withholding obligations related to the vesting described in footnote 1. |
| (5) | On December 1, 2018, 13,047.165 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to an election made by the Reporting Person, 6,035 shares were sold by the Reporting Person to the Issuer to satisfy tax withholding obligations. |
| (6) | Includes 11,281.43 shares of Class A Common Stock which vest on November 18, 2019 if the performance metric described in the applicable SIA is achieved; 2,642.433 shares of Class A Common Stock which vest on February 14, 2020 if the performance metric described in the applicable SIA is achieved; 8,802.501 shares of Class A Common Stock which vest on November 13, 2020 if the performance metric described in the applicable SIA is achieved; and 23,140.357 shares of Class A Common Stock which vest on November 29, 2021 if the performance metric described in the applicable SIA is achieved. |
| (7) | A portion of these performance shares vested as described in footnote 2. The remainder of the award expired. |