X0306 4 2013-02-11 0 0001452575 Mead Johnson Nutrition Co MJN 0001078565 LEEMPUTTE PETER G 2701 PATRIOT BLVD. GLENVIEW IL 60026 0 1 0 0 EVP and CFO Common Stock 2013-02-11 4 M 0 9721 0.00 A 62837.9229 D Common Stock 2013-02-11 4 F 0 3137 77.33 D 59700.9229 D Restricted Stock Unit (RSU) 2013-02-11 4 M 0 9721 D 2013-02-11 2013-02-11 Common Stock 9721 9725 D Represents shares of common stock withheld for payment of taxes upon vesting of restricted stock units. Each restricted stock unit represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock. The restricted stock units were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the restricted stock units. In previous Section 16 filings made by the reporting person with regard to restricted stock units (RSUs), the number reported in the column titled "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" represented the aggregate of all RSUs held by the reporting person, notwithstanding the fact that each grant of RSUs has unique vest date(s). For ease of reference and transparency, on a go-forward basis, the reporting person will list in this column only the number of restricted stock units remaining under the relevant grant. For transitional purposes, the following deliniates the unvested restricted stock units held by the reporting person, which holdings had previously been aggregated: 1. RSU Grant on 02.11.2009: 9,725 RSUs remain unvested; 2. RSU Grant on 02.24.2010: 7,161 RSUs remain unvested; 3. RSU Grant on 03.02.2011: 5,796 RSUs remain unvested; 4. RSU Grant on 01.03.2012: 24,733 RSUs remain unvested; 5. RSU Grant on 03.02.2012: 4,510 RSUs /s/ Erin R. McQuade, Attorney in Fact 2013-02-13