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*
Edwards Jeffrey S

(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE
P.O. BOX 591

(Street)
MILWAUKEE WI 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)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2011 M 369.637 A $31.17 77,444.928(1) D
Common Stock 11/01/2011 D 369.637 D $31.17 77,075.291(1) D
Common Stock 11/01/2011 F 1,836 D $31.17 75,239.29(1) D
Common Stock 11/02/2011 M 53.593 A $31.75 75,292.88(2) D
Common Stock 11/02/2011 D 53.593 D $31.75 75,239.29(2) D
Common Stock 11/02/2011 F 612 D $31.75 74,630.476(2)(3) D
Common Stock 11,312.328(4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units - Restricted Stock (5) 11/01/2011 M 369.637 (6) (6) Common Stock 369.637 $31.17 149.352 D
Phantom Stock Units - Restricted Stock (5) 11/02/2011 M 53.593 (6) (6) Common Stock 53.593 $31.75 95.759 D
Phantom Stock Units - Retirement Restoration Plan (5) (7) (7) Common Stock 1,305.501 1,305.501 D
Phantom Stock Units - Annual Incentive Plan (5) (8) (8) Common Stock 12,971.378 12,971.378 D
Employee Stock Option (Right to Buy) $17.5167 11/19/2005 11/19/2013 Common Stock 60,000 60,000 D
Employee Stock Option (Right to Buy) $20.5633 11/17/2006 11/17/2014 Common Stock 90,000 90,000 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 60,000 60,000 D
Employee Stock Option (Right to Buy) $40.21 10/01/2009 10/01/2017 Common Stock 36,000 36,000 D
Employee Stock Option (Right to Buy) $28.79 10/01/2010 10/01/2018 Common Stock 45,000 45,000 D
Employee Stock Option (Right to Buy) $24.87 10/01/2011(9) 10/01/2019 Common Stock 45,000 45,000 D
Employee Stock Option (Right to Buy) $30.54 10/01/2012(9) 10/01/2020 Common Stock 33,000 33,000 D
Employee Stock Option (Right to Buy) $28.54 10/07/2013(9) 10/07/2021 Common Stock 28,000 28,000 D
Explanation of Responses:
1. Includes the following previously granted shares of restricted stock: 1,500 which vest on November 2, 2011, 1,200 which vest on November 1, 2012, 1,250 which vest on October 7, 2013, 1,500 which vest on November 4, 2013, 1,200 which vest on November 3, 2014, and 1,250 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer.
2. Includes the following previously granted shares of restricted stock: 1,200 which vest on November 1, 2012, 1,250 which vest on October 7, 2013, 1,500 which vest on November 4, 2013, 1,200 which vest on November 3, 2014, and 1,250 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer.
3. Includes 3.185 shares acquired under the issuer's dividend reinvestment and common stock purchase plan since the reporting person's last report. These shares were acquired pursuant to the employee stock purchase plan provisions of the dividend reinvestment and common stock purchase plan, which acquisitions are exempt from Section 16.
4. The number of underlying securities is based on the stock fund balance on October 31, 2011. 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 31, 2011, stock fund price of $32.93 per share.
5. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
6. The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock units representing dividends which relate to unvested, non-deferred restricted stock awards, which will be settled 100% in cash upon vesting of the award.
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 service with the issuer and may be transferred into an alternative investment account.
8. The phantom stock units were accrued under the Johnson Controls Annual Incentive Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or other termination of service with the issuer and may be transferred 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 Jeffrey S. Edwards 11/03/2011
** 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).
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