SEC Form 4
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
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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*
Strayer Jacqueline F

(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE
P.O. BOX 591

(Street)
MILWAUKEE WI 53201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2011
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
Common Stock 11/02/2011 M 71.457 A $31.75 11,006.899 (1) D
Common Stock 11/02/2011 D 71.457 D $1 10,935.442 (1) D
Common Stock 11/02/2011 F 725 D $31.75 10,210.44 (1) D
Common Stock 1,916.949 (2) I By 401(k) Plan Trust
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
Phantom Stock Units - Restricted Stock (3) 11/02/2011 M 71.457 (4) (4) Common Stock 71.457 $31.75 175.847 D
Phantom Stock Units - Annual Incentive Plan (3) (5) (5) Common Stock 8,944.066 8,944.066 D
Phantom Stock Units - Retirement Restoration (3) (6) (6) Common Stock 1,324.083 1,324.083 (6) D
6.50% Convertible Senior Notes (7) 03/16/2009 09/30/2012 Common Stock (7) $25,000 D
Corporate Units (8) (9) (10) 03/31/2012 03/31/2012 Common Stock (9) (10) 500 D
Employee Stock Option (Right to Buy) $28.79 10/01/2010 (11) 10/01/2018 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $24.87 10/01/2011 (11) 10/01/2019 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $30.54 10/01/2012 (11) 10/01/2020 Common Stock 19,000 19,000 D
Employee Stock Option (Right to Buy) $28.54 10/07/2013 (11) 10/07/2021 Common Stock 17,500 17,500 D
Explanation of Responses:
1. Includes the following previously granted shares of restricted stock: 750 which vest on October 1, 2012, 1,600 which vest on November 1, 2012, 1,250 which vest on October 7, 2013, 2,000 which vest on November 4, 2013, 1,600 which vest on November 3, 2014 and 1,250 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer.
2. The number of underlying securities is based on the stock fund balance on October 31, 2011. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on an October 31, 2011, stock fund price of $32.93 per share.
3. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
4. The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock units representing dividends which relate to unvested, non-deferred restricted stock awards, which will be settled 100% in cash upon vesting of the award.
5. The phantom stock units were accrued under the Johnson Controls Annual Incentive Plan, and are to be settled 100% in cash following the reporting person's retirement or termination of employment with the issuer.
6. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan, and are to be settled 100% in cash following the reporting person's retirment or termination of employment with the issuer. This plan mirrors the company's 401(k) Plan.
7. The 6.50% Convertible Senior Notes due 2012 are convertible at any time prior to the close of business on the second scheduled trading immediately preceding September 30, 2012. The conversion rate for the notes is initially 89.3855 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $11.19 per share of common stock), subject to adjustment, pursuant to the terms of the notes.
8. Each Corporate unit consists of a purchase contract and a 5% undivided beneficial ownership interest in a $1,000 principal amount of the issuer's 11.50% Subordinated Notes Due 2042.
9. The purchase contract obligates the reporting person to purchase, and obligates the issuer to sell, on March 31, 2012, for $50 in cash, a number of newly issued shares of common stock equal to the "settlement rate." The settlement rate is calculated as follows: (a) if the applicable market value of the common stock is equal to or greater than $10.29 (the "threshold appreciation price"), the settlement rate will be 4.8579 shares of common stock; (b) if the applicable market value of the common stock is less than the threshold appreciation price but greater than $8.95 (the "reference price"), the settlement rate will be a number of shares of common stock equal to $50 divided by the applicable market value; and (c) if the applicable market value of our common stock is less than or equal to the reference price, the settlement rate will be 5.5866 shares of common stock.
10. The "applicable market value" of the common stock means the average of the closing price per share of the common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding the purchase contract settlement date. Under certain circumstances, the reporting person may have the right to settle the purchase contract in cash prior to the purchase contract settlement date.
11. Fifty percent of the options vest after two years and the remaining 50% vests after three years.
Remarks:
Angela M. Blair, Attorney-in-Fact for Jacqueline F. Strayer 11/03/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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