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^*

Golsby Stephen W

(Last)

(First)

(Middle)

2701 PATRIOT BLVD.

(Street)

GLENVIEW

60026

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mead Johnson Nutrition Co [ MJN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013

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	02/27/2013		M		55,482	A	$0.00	109,489	D
Common Stock	02/27/2013		F		26,050⁽¹⁾	D	$74.65	83,439	D

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)
Performance Shares	⁽²⁾	02/27/2013		A		11,828		02/27/2013	02/27/2013	Common Stock	11,828	⁽³⁾	55,481.392⁽⁴⁾	D
Performance Shares	⁽⁵⁾	02/27/2013		M			55,481.392	02/27/2013	02/27/2013	Common Stock	55,481.392	⁽³⁾	0	D
Performance Shares	⁽⁶⁾	02/27/2013		A		11,553		⁽⁷⁾	⁽⁷⁾	Common Stock	11,553	⁽³⁾	37,224.7⁽⁸⁾	D
Performance Shares	⁽⁹⁾	02/27/2013		A		8,689		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,689	⁽³⁾	8,689	D

Explanation of Responses:

1. Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares.

2. Represents the current tranche of performance shares earned under the 2010 - 2012 performance share award as of February 27, 2013, at which date the Compensation and Management Development Committee certified the extent to which 2012 performance criteria were achieved. Each earned performance share represents the contingent right to receive one share of common stock.

3. The derivative securities 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 derivative securities.

4. In previous Section 16 filings made by the reporting person with regard to performance shares, the number reported in the column titled "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" represented the aggregate of all performance shares earned by the reporting person under all performance awards, notwithstanding the fact that each award has unique terms. For ease of reference and transparency, on a go-forward basis, the reporting person will list in this column only the number of performance shares earned under the relevant performance share award. For transitional purposes, the following deliniates performance shares earned by the reporting person under only the 2010-2012 performance share award: 1. 17,374.792 performance shares earned for the 2010 period; 2. 26,278.6 performance shares earned for the 2011 period; 3. 11,828 performance shares earned for the 2012 period.

5. Each performance share represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested performance shares in shares of common stock.

6. Represents the current tranche of performance shares earned under the 2011 - 2013 performance share award as of February 27, 2013, at which date the Compensation and Management Development Committee certified the extent to which 2012 performance criteria were achieved. Each earned performance share represents the contingent right to receive one share of common stock.

7. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2014.

8. In previous Section 16 filings made by the reporting person with regard to performance shares, the number reported in the column titled "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" represented the aggregate of all performance shares earned by the reporting person under all performance awards, notwithstanding the fact that each award has unique terms. For ease of reference and transparency, on a go-forward basis, the reporting person will list in this column only the number of performance shares earned under the relevant performance share award. For transitional purposes, the following deliniates performance shares earned by the reporting person under only the 2011-2013 performance share award: 1. 25,671.7 performance shares earned for the 2011 period; 2. 11,553 performance shares earned for the 2012 period.

9. Represents the current tranche of performance shares earned under the 2012 - 2014 performance share award as of February 27, 2013, at which date the Compensation and Management Development Committee certified the extent to which 2012 performance criteria were achieved. Each earned performance share represents the contingent right to receive one share of common stock.

10. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2015.

Remarks:

	Erin R. McQuade, Attorney In Fact	03/04/2013
	** 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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