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^*

OKARMA JEROME D

(Last)

(First)

(Middle)

5757 N. GREEN BAY AVENUE

P.O. BOX 591

(Street)

MILWAUKEE

53201-0591

(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, Secretary & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009

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	11/02/2009		F		4,360	D	$24.71	73,305⁽¹⁾	D
Common Stock	11/02/2009		M		571.36	A	$24.71	73,876.36⁽¹⁾	D
Common Stock	11/02/2009		D		571.36	D	$24.71	73,305⁽¹⁾	D
Common Stock								36,766.418⁽²⁾	I	By 401(k) Plan Trust

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)
Phantom Stock Units/Restricted Stock Grant	⁽³⁾	11/02/2009		A		19,000		11/02/2011⁽⁴⁾	11/02/2013⁽⁴⁾	Common Stock	19,000	$24.71	19,000⁽⁴⁾	D
Phantom Stock Units/Retirement Restoration Plan	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	8,174.314		8,174.314	D
Phantom Stock Units/Restricted Stock Grant	⁽³⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2,148.126		2,148.126	D
Employee Stock Option (Right to Buy)	$13.4325							11/20/2004	11/20/2012	Common Stock	48,000		48,000	D
Employee Stock Option (Right to Buy)	$17.5167							11/19/2005	11/19/2013	Common Stock	48,000		48,000	D
Employee Stock Option (Right to Buy)	$20.5633							11/17/2006	11/17/2014	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$22.5617							11/16/2007	11/16/2015	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$23.965							10/02/2008	10/02/2016	Common Stock	120,000		120,000	D
Employee Stock Option (Right to Buy)	$40.21							10/01/2009⁽⁷⁾	10/01/2017	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$28.79							10/01/2010⁽⁷⁾	10/01/2018	Common Stock	110,000		110,000	D
Employee Stock Option (Right to Buy)	$24.87							10/01/2011⁽⁷⁾	10/01/2019	Common Stock	110,000		110,000	D

Explanation of Responses:

1. Includes 35,250 shares of restricted stock which vests as follows: 22,500 on 1/3/2010, and 12,750 on 11/1/2011.

2. The number of underlying securities is based on the stock fund balance on October 30, 2009. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on an October 30, 2009, stock fund price of $23.92 per share.

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

4. The phantom stock balance consists of an award of 19,000 restricted stock units granted on November 2, 2009, which vest as follows: 9,500 on November 2, 2011, and 9,500 on November 2, 2013. The phantom stock units representing the award and the dividends which accrue during the restrictive period are to be settled 100% in cash, pending vesting.

5. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company.

6. Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. The restricted stock units were accrued under the Johnson Controls Restricted Stock Plan. The units represent the reinvestment of dividends and are to be settled 100% in cash, pending vesting.

7. Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.

Remarks:

	Angela M. Blair, Attorney-in-Fact for Jerome D. Okarma	11/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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