SEC FORM 4

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^*

SIGAL ELLIOT

(Last)

(First)

(Middle)

2701 PATRIOT BLVD

(Street)

GLENVIEW

60026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mead Johnson Nutrition Co [ MJN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2009		P⁽¹⁾⁽²⁾		8.715	A	$44.58	1,048.48⁽³⁾	I	By BMS 401(k) Plan⁽³⁾
Common Stock	01/15/2010		P		4.442	A	$46.81	1,052.922	I	By BMS 401(k) Plan
Common Stock	04/01/2010		P		4.554	A	$52.9	1,057.476	I	By BMS 401(k) Plan
Common Stock	07/01/2010		P		4.768	A	$50.53	1,062.244	I	By BMS 401(k) Plan
Common Stock	10/01/2010		P		4.258	A	$56.25	1,066.502	I	By BMS 401(k) Plan
Common Stock	01/03/2011		P		3.824	A	$62.3	1,070.326	I	By BMS 401(k) Plan
Common Stock	04/01/2011		P		4.785	A	$58.33	1,075.111	I	By BMS 401(k) Plan
Common Stock	07/01/2011		P		4.09	A	$69.04	1,079.201	I	By BMS 401(k) Plan
Common Stock	10/03/2011		P		4.033	A	$68.11	1,083.234	I	By BMS 401(k) Plan
Common Stock	12/20/2011		J⁽⁴⁾		1,083.234	D	$74.1859	0⁽⁴⁾	I	By BMS 401(k) Plan
Common Stock	01/03/2012		P⁽⁵⁾		3.947	A	$71.35	3.947	I	By BMS 401(k) Plan
Common Stock	01/03/2012		J⁽⁵⁾		3.947	D	$71.35	0	I	By BMS 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As previously reported, pursuant to the December 2009 exchange offer by Bristol-Myers Squibb Company ("BMS"), the reporting person received shares of common stock of Mead Johnson Nutrition Company ("MJN") in exchange for shares of BMS common stock that were validly tendered in the exchange offer and accepted for exchange by BMS. At the time of the exchange offer, BMS maintained (and continues to maintain) the Bristol-Myers Squibb Savings Plan (the "BMS Savings Plan"), a qualified plan. In connection with the exchange offer, participants in the BMS Savings Plan were given the opportunity to exchange a portion or all of their BMS Stock Fund balance within the BMS Savings Plan for shares of MJN common stock (to be held in a Mead Johnson Stock Fund within the BMS Savings Plan). The reporting person participated in the exchange and, as a result, invested in the Mead Johnson Stock Fund within the BMS Savings Plan.

2. The acquisitons reported on this Form 4 were purchases of MJN common stock through dividend reinvestments in the Mead Johnson Stock Fund within the BMS Savings Plan.

3. Prior to this transaction, the number of shares of MJN common stock held by the reporting person in the Mead Johnson Stock Fund was 1039.765 (previously reported as a whole share number (1039)). This Form 4 reflects both whole and fractional share ownership. Further, these shares were previously indicated to be invested through the MJN retirement savings plan. This Form 4 clarifies that these shares were held in the Mead Johnson Stock Fund within the BMS Savings Plan.

4. In December 2011, BMS eliminated the Mead Johnson Stock Fund as an investment option and all shares of MJN common stock held in the Mead Johnson Stock Fund were liquidated. This mandatory liquidation caused each participant to have his Mead Johnson Stock Fund balance involuntarily sold as of December 20, 2011 at a price of $74.1859 per share.

5. This transaction was the result of a fourth-quarter 2011 dividend paid on shares of MJN common stock, which dividend was allocated to the Mead Johnson Stock Fund in January 2012 and immediately liquidated.

Remarks:

	/s/ Eryk J. Spytek, Attorney-in-Fact	09/14/2012
	** 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).
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