X0306 4 2015-02-26 0 0001452575 Mead Johnson Nutrition Co MJN 0001455776 Jakobsen Peter Kasper 2701 PATRIOT BLVD. GLENVIEW IL 60026 1 1 0 0 President and CEO Common Stock 2015-02-27 4 M 0 11236 0.00 A 38350 D Common Stock 2015-02-27 4 F 0 5137 104.76 D 33213 D Stock Option (Right to Buy) 104.35 2015-02-26 4 A 0 69068 A 2025-02-26 Common Stock 69068 69068 D Restricted Stock Unit (RSU) 2015-02-26 4 A 0 13530 A 2019-02-26 2019-02-26 Common Stock 13530 13530 D Performance Shares 2015-02-27 4 A 0 4119 A 2015-02-27 2015-02-27 Common Stock 4119 11236 D Performance Shares 2015-02-27 4 M 0 11236 D 2015-02-27 2015-02-27 Common Stock 11236 0 D Performance Shares 2015-02-27 4 A 0 9523 A Common Stock 9523 19550 D Performance Shares 2015-02-27 4 A 0 10897 A Common Stock 10897 10897 D Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares. One-third of the stock option will vest on each of the first, second and third anniversaries of the grant date. 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. Each restricted stock unit represents the contingent right to receive one share of common stock. Represents the current tranche of performance shares earned under the 2012 - 2014 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock. 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 2013 - 2015 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. 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 tock upon vesting and settlement in the first quarter of 2016. Represents the current tranche of performance shares earned under the 2014 - 2016 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. 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 tock upon vesting and settlement in the first quarter of 2017. Exhibit List: Exhibit 24 - Power of Attorney /s/ Erin R. McQuade, attorney-in-fact 2015-03-02