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 IL 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)
02/26/2015
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 02/27/2015 M 7,022 A $0.00 50,963 D
Common Stock 02/27/2015 F 2,496(1) D $104.76 48,467 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $104.35 02/26/2015 A 12,663 (2) 02/26/2025 Common Stock 12,663 (3) 12,663 D
Restricted Stock Unit (RSU) (4) 02/26/2015 A 2,481 02/26/2019 02/26/2019 Common Stock 2,481 (3) 2,481 D
Performance Shares (5) 02/27/2015 A 2,575 02/27/2015 02/27/2015 Common Stock 2,575 (3) 7,022 D
Performance Shares (6) 02/27/2015 M 7,022 02/27/2015 02/27/2015 Common Stock 7,022 (3) 0 D
Performance Shares (7) 02/27/2015 A 2,619 (8) (8) Common Stock 2,619 (3) 5,376 D
Performance Shares (9) 02/27/2015 A 2,398 (10) (10) Common Stock 2,398 (3) 2,398 D
Explanation of Responses:
1. Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares.
2. One-third of the stock option will vest on each of the first, second and third anniversaries of the grant date.
3. The derivative securities 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 derivative securities.
4. Each restricted stock unit represents the contingent right to receive one share of common stock.
5. Represents the current tranche of performance shares earned under the 2012 - 2014 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
6. Each performance share represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested performance shares in shares of common stock.
7. Represents the current tranche of performance shares earned under the 2013 - 2015 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
8. Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2016.
9. Represents the current tranche of performance shares earned under the 2014 - 2016 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
10. Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2017.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Erin R. McQuade, attorney-in-fact 03/02/2015
** 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.
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 Number.