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^*

MCDONALD R BRUCE

(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)
	Exec Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2010

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	11/04/2010		M		180,000	A	$13.3533	333,061⁽¹⁾	D
Common Stock	11/04/2010		S		180,000	D	$36.2252⁽²⁾	153,061⁽¹⁾	D
Common Stock								15,995.7⁽³⁾	I	By 401(k) Plan

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)	$13.3533	11/04/2010		M		180,000		11/26/2003	11/26/2011	Common Stock	180,000	$0	0	D
Phantom Stock Units/Retirement Restoration Plan	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	34,908.707		34,908.707	D
Phantom Stock Units/Long-Term Incentive Plan	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	87,013.35		87,013.35	D
Phantom Stock Units/Restricted Stock Grant	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	136,400.913		136,400.913	D
Employee Stock Option (Right to Buy)	$13.4325							11/20/2004	11/20/2012	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$17.5167							11/19/2005	11/19/2013	Common Stock	72,000		72,000	D
Employee Stock Option (Right to Buy)	$20.5633							11/17/2006	11/17/2014	Common Stock	150,000		150,000	D
Employee Stock Option (Right to Buy)	$22.5617							11/16/2007	11/16/2015	Common Stock	225,000		225,000	D
Employee Stock Option (Right to Buy)	$23.965							10/02/2008	10/02/2016	Common Stock	192,000		192,000	D
Employee Stock Option (Right to Buy)	$40.21							10/01/2009	10/01/2017	Common Stock	120,000		120,000	D
Employee Stock Option (Right to Buy)	$28.79							10/01/2010⁽⁹⁾	10/01/2018	Common Stock	160,000		160,000	D
Employee Stock Option (Right to Buy)	$24.87							10/01/2011⁽⁹⁾	10/01/2019	Common Stock	170,000		170,000	D
Employee Stock Option (Right to Buy)	$30.54							10/01/2012⁽⁹⁾	10/01/2020	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Includes 51,000 shares of previously granted restricted stock, which vest as follows: 13,500 shares on November 2, 2011; 12,000 shares on November 1, 2012; 12,000 shares on November 1, 2014; and 13,500 shares on November 2, 2013. All vesting is subject to continuous employment with the issuer.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $36.15 to $36.31, 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 (1) to this Form 4.

3. The number of underlying securities is based on the stock fund balance on November 4, 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 November 4, 2010, stock fund price of $36.50 per share.

4. 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.

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

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

8. 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 of employment with the company, subject to vesting provisions.

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 R. Bruce McDonald	11/05/2010
	** 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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