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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/29/2003 | M | 27,000 | A | $45.0938 | 27,000 | D | |||
Common Stock | 08/29/2003 | M | 25,000 | A | $57.7813 | 52,000 | D | |||
Common Stock | 08/29/2003 | S | 52,000 | D | $99.2013 | 0 | D | |||
Common Stock | 09/02/2003 | M | 3,000 | A | $57.7813 | 3,000 | D | |||
Common Stock | 09/02/2003 | M | 25,000 | A | $58.4063 | 28,000 | D | |||
Common Stock | 09/02/2003 | S | 28,000 | D | $99.9224 | 0 | D | |||
Common Stock | 1,825(1) | I | By 401(k) Plan Trust | |||||||
Preferred Stock Series D | 1,222(2) | I | By 401(k) Plan ESOP Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Phantom Stock Units/Excess Benefit Plan-Common | (3) | (4) | (4) | Common Stock | 1,836 | 1,836(5) | D | ||||||||
Phantom Stock Units/Excess Benefit Plan-Preferred | (3) | (4) | (4) | Preferred Stock Series D | 1,224 | 1,224(6) | D | ||||||||
Phantom Stock Units/ LTPP | (3) | (7) | (7) | Common Stock | 22,017.51 | 22,017.51(8) | D | ||||||||
Phanton Stock Units/ Restricted Stock Grant | (3) | (9) | (9) | Common Stock | 10,259.11 | 10,259.11(10) | D | ||||||||
Stock Option | $45.0938 | 08/29/2003 | M | 13,500 | 11/19/1999 | 11/19/2007 | Common Stock | 13,500 | $45.0938 | 0 | D | ||||
Stock Option/Tandem SAR(11) | $45.0938 | 08/29/2003 | M | 13,500 | 11/19/1999 | 11/19/2007 | Common Stock | 13,500 | $45.0938 | 0 | D | ||||
Stock Appreciation Rights/Tandem Stock Option(11) | $45.0938 | 08/29/2003 | H(12) | 13,500 | 11/19/1999 | 11/19/2007 | Common Stock | 13,500 | $45.0938 | 0 | D | ||||
Stock Option | $57.7813 | 08/29/2003 | M | 14,000 | 11/18/2000 | 11/18/2008 | Common Stock | 14,000 | $57.7813 | 0 | D | ||||
Stock Option/Tandem SAR(11) | $57.7813 | 08/29/2003 | M | 11,000 | 11/18/2000 | 11/18/2008 | Common Stock | 11,000 | $57.7813 | 3,000 | D | ||||
Stock Appreciation Rights/Tandem Stock Option(11) | $57.7813 | 08/29/2003 | H(12) | 11,000 | 11/18/2000 | 11/18/2008 | Common Stock | 11,000 | $57.7813 | 3,000 | D | ||||
Stock Option/Tandem SAR(11) | $57.7813 | 09/02/2003 | M | 3,000 | 11/18/2000 | 11/18/2008 | Common Stock | 3,000 | $57.7813 | 0 | D | ||||
Stock Appreciation Rights/Tandem Stock Option(11) | $57.7813 | 09/02/2003 | H(12) | 3,000 | 11/18/2000 | 11/18/2008 | Common Stock | 3,000 | $57.7813 | 0 | D | ||||
Stock Option | $58.4063 | 09/02/2003 | M | 25,000 | 11/17/2001 | 11/17/2009 | Common Stock | 25,000 | $58.4063 | 0 | D | ||||
Stock Option | $56.8438 | 11/15/2002(13) | 11/15/2010 | Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Option | $80.23 | 11/14/2003(14) | 11/14/2011 | Common Stock | 25,000 | 25,000 | D | ||||||||
Stock Option | $80.595 | 11/20/2004(15) | 11/20/2012 | Common Stock | 37,000 | 37,000 | D |
Explanation of Responses: |
1. Includes 15 shares acquired through the reinvestment of dividends on 12/31/2002, 3/31/2003 and 6/30/2003 at prices ranging from $72.44 to $85.60 per share. |
2. Includes 81 shares acquired through a 2/28/03 company match and the reinvestment of dividends on 12/31/2002, 3/31/2003 and 6/30/2003 at prices ranging from $144.88 to $171.20 per share. |
3. The phantom stock units convert to the common stock's cash value on a one-for-one basis. |
4. The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement. |
5. Includes 294 phantom stock units acquired through on-going payroll contributions and the reinvestment of dividends on 12/31/2002, 3/31/2003 and 6/30/2003 at prices ranging from $72.44 to $86.50 per unit. This represents the most recent information available from the plan trustee. |
6. Includes 289 phantom stock units acquired through a 2/28/03 company match and the reinvestment of dividends on 12/31/2002, 3/31/2003 and 6/30/2003 at prices ranging from $144.88 to $171.20 per unit. This represents the most recent information available from the plan trustee. |
7. The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement. |
8. Includes 295.91 phantom stock units acquired through the reinvestment of dividends on 1/2/2003, 3/31/2003 and 6/30/2003 at prices ranging from $72.44 to $86.50 per unit. |
9. The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The restrictive period ends on 1/2/2004 and 1/2/2006 in 50% increments. The units are to be settled 100% in cash upon the reporting person's retirement. |
10. Includes 137.81 phantom stock units acquired through the reinvestment of dividends on 1/2/2003, 3/31/2003 and 6/30/2003 at prices ranging from $72.44 to $86.50 per unit. |
11. The stock appreciation rights and the stock option were granted in tandem. Accordingly, the exercise of one results in the surrender of the other. |
12. Surrender of tandem Stock Appreciation Rights upon exercise of tandem Stock Option. |
13. The options become exercisable two years after the grant date in 50% increments on 11/15/02 and 11/15/03. |
14. The options become exercisable two years after the grant date in 50% increments on 11/14/03 and 11/14/04. |
15. The options become exercisable two years after the grant date in 50% increments on 11/20/04 and 11/20/05. |
Remarks: |
Arlene D. Gumm Attorney-In-Fact for John P. Kennedy | 09/03/2003 | |
** 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. |