| 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) 07/24/2012 | ||||||||||||||||||||||||||
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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 | 07/24/2012 | M | 60,000 | A | $13.4325 | 158,971(1) | D | |||
| Common Stock | 07/24/2012 | F | 43,155 | D | $23.6728(2) | 115,816(1) | D | |||
| Common Stock | 16,690.252(3) | I | By 401(k) Plan | |||||||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $13.4325 | 07/24/2012 | M | 60,000 | 11/20/2004 | 11/20/2012 | Common Stock | 60,000 | $0 | 0 | D | ||||
| Phantom Stock Units/Long-Term Incentive Plan | (4) | (5) | (5) | Common Stock | 95,192.797 | 95,192.797(6) | D | ||||||||
| Phantom Stock Units/Retirement Restoration Plan | (4) | (7) | (7) | Common Stock | 42,255.61 | 42,255.61(8) | D | ||||||||
| Phantom Stock Units/Annual Incentive Plan | (4) | (9) | (9) | Common Stock | 3,036.34 | 3,036.34(10) | D | ||||||||
| Phantom Stock Units/Restricted Stock | (4) | (11) | (11) | Common Stock | 165,233.843 | 165,233.843(12) | 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(13) | 10/01/2018 | Common Stock | 160,000 | 160,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $24.87 | 10/01/2011(13) | 10/01/2019 | Common Stock | 170,000 | 170,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $30.54 | 10/01/2012(13) | 10/01/2020 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $28.54 | 10/07/2013(13) | 10/07/2021 | Common Stock | 140,000 | 140,000 | D | ||||||||
| Explanation of Responses: |
| 1. Includes the following previously granted shares of restricted stock: 12,000 which vest on November 1, 2012; 13,500 which vest on November 4, 2013; and 12,000 which vest on November 3, 2014. All vesting is subject to continuous employment with the issuer. |
| 2. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions in prices ranging from $23.63 to $23.72, 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) of this Form 4. |
| 3. The number of underlying securities is based on the stock fund balance on July 5, 2012. 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 a July 5, 2012, stock fund price of $27.74 per share. |
| 4. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
| 5. 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 retirement. |
| 6. Includes 1,637.051 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit. |
| 7. 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. |
| 8. Includes 713.004 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit. Also includes a company match of 3,823.171 phantom stock units on February 16, 2012 at a price of $34.44 per phantom stock unit. |
| 9. The phantom stock units were accrued under the Johnson Controls Annual Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement. |
| 10. Includes 52.76 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit. |
| 11. The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock units representing (a) vested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon retirement and may be transferred into an alternative investment account, (b) unvested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon retirement, (c) dividends which relate to unvested, non-deferred restricted stock awards, which will be settled 100% in cash upon vesting, and (d) unvested, non-deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon vesting of the award. |
| 12. Includes 3,522.75 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit. |
| 13. 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 | 07/24/2012 | |
| ** 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. | ||