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^*

Williams Jeffrey M

(Last)

(First)

(Middle)

5757 N GREEN BAY AVE

(Street)

MILWAUKEE

53209

(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)
	VP, Enterprise Ops & Enginrg

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2016

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	09/02/2016		F		1,542	D	$45.45	98,879.798	D
Common Stock	09/02/2016		F		12,500	D	$45.45	86,379.798	D
Common Stock	09/02/2016		M		296.691	A	$0	86,676.489	D
Common Stock	09/02/2016		M		3,232.743	A	$0	89,909.232	D
Common Stock	09/02/2016		D		3,529.434	D	$45.45	86,379.798	D
Common Stock	09/02/2016		D		86,379.798⁽¹⁾⁽²⁾	D	⁽³⁾	0	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)
Employee Stock Option (Right to Buy)	$40.21	09/02/2016		D			36,000	10/01/2009	10/01/2017	Common Stock	36,000	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$28.79	09/02/2016		D			24,000	10/01/2010	10/01/2018	Common Stock	24,000	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$30.54	09/02/2016		D			35,000	10/01/2012	10/01/2020	Common Stock	35,000	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$28.54	09/02/2016		D			28,500	10/07/2013	10/07/2021	Common Stock	28,500	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$27.85	09/02/2016		D			36,700	10/05/2014	10/05/2022	Common Stock	36,700	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$48.37	09/02/2016		D			17,687	11/19/2015	11/19/2023	Common Stock	17,687	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$46.31	09/02/2016		D			5,931	01/05/2017⁽⁵⁾	01/05/2025	Common Stock	5,931	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$50.23	09/02/2016		D			19,305	11/18/2016⁽⁵⁾	11/18/2024	Common Stock	19,305	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$43.86	09/02/2016		D			30,722	10/07/2017⁽⁵⁾	10/07/2025	Common Stock	30,722	⁽⁴⁾	0	D
Phantom Stock Units - Restricted Stock Plan	⁽⁶⁾	09/02/2016		M			296.691	⁽⁷⁾	⁽⁷⁾	Common Stock	296.691	$0	3,232.743	D
Phantom Stock Units - Restricted Stock Plan	⁽⁶⁾	09/02/2016		M			3,232.743	⁽⁷⁾	⁽⁷⁾	Common Stock	3,232.743⁽⁸⁾	$0	0	D

Explanation of Responses:

1. Includes 1,521.29 shares acquired via dividend reinvestment on October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per share.

2. The balance includes unvested restricted stock units and dividend equivalents that were converted into an equivalent number of restricted stock units in Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") in connection with the closing of the merger between Johnson Controls, Inc. ("Johnson Controls") and JCI plc (the "merger").

3. Each share of Johnson Controls was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash in connection with the closing of the merger.

4. The options were converted into an equivalent number of options with respect to JCI plc at the same exercise price in connection with the closing of the merger.

5. Fifty percent of the stock options vest after two years, and the remaining fifty percent vest after three years.

6. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.

7. The phantom stock units accrue under the Johnson Controls Restricted Stock Plan and settle 100% in cash upon the reporting person's termination or retirement, subject to vesting requirements.

8. Includes 1,069.65 units acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per unit.

	/s/ Catherine M. Walker, attorney-in-fact for Mr. Williams	09/07/2016
	** Signature of Reporting Person	Date
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