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)
11/01/2010

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	11/01/2010		M		48,000	A	$13.4325	112,657⁽¹⁾	D
Common Stock	11/01/2010		S		48,000	D	$35.5203⁽²⁾	64,657⁽¹⁾	D
Common Stock								37,069.728⁽³⁾	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	⁽⁴⁾	11/01/2010		A		14,500		11/01/2012⁽⁵⁾	11/01/2014⁽⁵⁾	Common Stock	14,500	$0	34,648.154⁽⁶⁾	D
Employee Stock Option (Right to Buy)	$13.4325	11/01/2010		M			48,000	11/20/2004	11/20/2012	Common Stock	48,000	$0	0	D
Phantom Stock Units/Retirement Restoration Plan	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	8,320.19		8,320.19	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	10/01/2017	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$28.79							10/01/2010	10/01/2018	Common Stock	110,000		110,000	D
Employee Stock Option (Right to Buy)	$24.87							10/01/2011⁽⁹⁾	10/01/2019	Common Stock	110,000		110,000	D
Employee Stock Option (Right to Buy)	$30.54							10/01/2012⁽⁹⁾	10/01/2020	Common Stock	87,000		87,000	D

Explanation of Responses:

1. Includes 12,750 shares of restricted stock which vest on 11/1/2011.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $35.42 to $35.59, inclusive. The reporting person undertakes to provide to Johnson Controls, any security holder of Johnson Controls, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. The number of underlying securities is based on the stock fund balance on October 29, 2010. 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 29, 2010, stock fund price of $35.12 per share.

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

5. The phantom stock balance includes an award of 14,500 restricted stock units granted on November 1, 2010, which vest as follows: 7,250 on November 1, 2012, and 7,250 on November 1, 2014. The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The units are to be settled 100% in cash upon the reporting person's termination from the issuer, subject to vesting provisions.

6. The phantom stock units representing dividends which relate to restricted stock awards that were not deferred will vest when the non-deferred restricted shares vest, and will be paid in cash to the reporting person. Phantom stock units representing dividends which relate to vested deferred awards are payable in cash following the reporting person's retirement from the issuer and may be transferred into an alternative investment account. Vesting continues when the reporting person retires from the issuer.

7. Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with the company and may be transferred by the reporting person into an alternative investment account at any time.

8. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan. The units are payable in cash following the reporting person's retirement from the issuer, and may be transferred by the reporting person into an alternative investment account.

9. 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	11/03/2010
	** Signature of Reporting Person	Date
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