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^*

Hondmann Dirk

(Last)

(First)

(Middle)

2701 PATRIOT BOULEVARD

(Street)

GLENVIEW

60026-8039

(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)
	Sr. VP, Global Research & Dev

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012

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)

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)
Performance Shares	⁽¹⁾	03/02/2012		A		5,645.7⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	5,645.7	$0.0000	15,848.688	D
Performance Shares	⁽³⁾	03/02/2012		A		3,940.6⁽⁴⁾		⁽³⁾	⁽³⁾	Common Stock	3,940.6	$0.0000	19,789.288	D
Performance Shares	⁽⁵⁾	03/02/2012		A		3,337.1⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	3,337.1	$0.0000	23,126.388	D
Restricted Stock Units	⁽⁷⁾	03/02/2012		A		2,255		⁽⁸⁾	⁽⁸⁾	Common Stock	2,255	$0.0000	14,173	D
Stock Option (Right to Buy)	⁽⁹⁾	03/02/2012		A		11,512		⁽⁹⁾	03/02/2022	Common Stock	11,512	$78.26	11,512	D

Explanation of Responses:

1. Each performance share converts into one share of common stock upon distribution in the first quarter of 2012.

2. Consists of performance shares earned under the 2009-2011 Performance Share Award.

3. Each performance share converts into one share of common stock upon distribution in the first quarter of 2013.

4. Consists of performance shares earned under the 2010-2012 Performance Share Award.

5. Each performance share converts into one share of common stock upon distribution in the first quarter of 2014.

6. Consists of performance shares earned under the 2011-2013 Performance Share Award.

7. Each restricted stock unit converts into one share of common stock upon vesting.

8. Each restricted stock unit vests in full on the fourth anniversary of the grant date.

9. One-third of these options will vest on each of the first, second and third anniversaries of the grant date.

	/s/ Eryk J. Spytek, Attorney-in-Fact	03/06/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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