X0306 4 2013-02-11 0 0001452575 Mead Johnson Nutrition Co MJN 0001455752 P'Pool William 2701 PATRIOT BLVD GLENVIEW IL 60026 0 1 0 0 Sr.VP, Gen Counsel & Secretary Common Stock 2013-02-11 4 M 0 3125 0.00 A 34555 D Common Stock 2013-02-11 4 F 0 1030 77.33 D 33525 D Common Stock 20.582 I By MJN 401(k) Restricted Stock Unit (RSU) 2013-02-11 4 M 0 3125 D 2013-02-11 2013-02-11 Common Stock 3125 3126 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 Dated 02.11.2009: 3,126 RSUs remain unvested; 2. RSU Grant Dated 02.24.2010: 3,325 RSUs remain unvested; 3. RSU Grant Dated 03.02.2011: 2,898 RSUs remain unvested; 4. RSU Grant Dated 03.02.2012: 2,255 RSUs remain unvested. /s/ Erin R. McQuade, Attorney in Fact 2013-02-13