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^*

Urbain Charles M

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP,Stakeholder Relations/CDO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2013

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	02/11/2013		M		5,555	A	$0.00	30,256	D
Common Stock	02/11/2013		F		1,804⁽¹⁾	D	$77.33	28,452	D

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)
Restricted Stock Unit (RSU)	⁽²⁾	02/11/2013		M			5,555	02/11/2013	02/11/2013	Common Stock	5,555	⁽³⁾	5,557⁽⁴⁾	D

Explanation of Responses:

1. Represents shares of common stock withheld for payment of taxes upon vesting of restricted stock units.

2. Each restricted stock unit represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock.

3. The restricted stock units were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the restricted stock units.

4. In previous Section 16 filings made by the reporting person with regard to restricted stock units ("RSUs"), the number reported in the column titled "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" represented the aggregate of all RSUs held by the reporting person, notwithstanding the fact that each grant of RSUs has unique vest date(s). For ease of reference and transparency, on a go-forward basis, the reporting person will list in this column only the number of restricted stock units remaining under the relevant grant. For transitional purposes, the following deliniates the unvested restricted stock units held by the reporting person, which holdings had previously been aggregated: 1. RSU Grant Dated 02.11.2009: 5,557 RSUs remain unvested; 2. RSU Grant Dated 02.24.2010: 4,604 RSUs remain unvested; 3. RSU Grant Dated 03.02.2011: 3,898 RSUs remain unvested; 4. RSU Grant Dated 03.02.2012: 3,007 RSUs remain unvested.

Remarks:

	/s/ Erin R. McQuade, Attorney in Fact	02/13/2013
	** 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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