X0306 4 2013-02-27 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 2013-02-27 4 M 0 9014 0.00 A 42539 D Common Stock 2013-02-27 4 F 0 2918 74.65 D 39621 D Common Stock 20.582 I By MJN 401(k) Performance Shares 2013-02-27 4 A 0 1923 A 2013-02-27 2013-02-27 Common Stock 1923 9014.064 D Performance Shares 2013-02-27 4 M 0 9014.064 D 2013-02-27 2013-02-27 Common Stock 9014.064 0 D Performance Shares 2013-02-27 4 A 0 1675 A Common Stock 1675 5396.3 D Performance Shares 2013-02-27 4 A 0 1303 A Common Stock 1303 1303 D Stock Option (Right to Buy) 74.65 2013-02-27 4 A 0 14482 A 2023-02-27 Common Stock 14482 14482 D Restricted Stock Unit (RSU) 2013-02-27 4 A 0 2837 A 2017-02-27 2017-02-27 Common Stock 2837 2837 D Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares. 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. 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. 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. 2,822.364 performance shares earned for the 2010 period; 2. 4,268.7 performance shares earned for the 2011 period; 3. 1,923 performance shares earned for the 2012 period. 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. 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. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2014. 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. 3,721.3 performance shares earned for the 2011 period; 2. 1,675 performance shares earned for the 2012 period. 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. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2015. One-third of the stock option will vest on each of the first, second and third anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive one share of common stock. Erin R. McQuade, Attorney In Fact 2013-03-04