0001944048-23-000038.txt : 20230825 0001944048-23-000038.hdr.sgml : 20230825 20230825175956 ACCESSION NUMBER: 0001944048-23-000038 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230823 FILED AS OF DATE: 20230825 DATE AS OF CHANGE: 20230825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lawson Carlton CENTRAL INDEX KEY: 0001967003 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41697 FILM NUMBER: 231209555 MAIL ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kenvue Inc. CENTRAL INDEX KEY: 0001944048 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 881032011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 BUSINESS PHONE: 908-874-1200 MAIL ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 FORMER COMPANY: FORMER CONFORMED NAME: JNTL, Inc. DATE OF NAME CHANGE: 20220825 4 1 wk-form4_1693000783.xml FORM 4 X0508 4 2023-08-23 0 0001944048 Kenvue Inc. KVUE 0001967003 Lawson Carlton 199 GRANDVIEW ROAD SKILLMAN NJ 08558 0 1 0 0 Group President EMEA 0 Common Stock 2023-08-23 4 J 0 1670 0 A 1670 D Restricted Stock Units 2023-08-23 4 A 0 13557 0 A Common Stock 13557 13557 D Restricted Stock Units 2023-08-23 4 A 0 11846 0 A Common Stock 11846 11846 D Restricted Stock Units 2023-08-23 4 A 0 3119 0 A Common Stock 3119 3119 D Restricted Stock Units 2023-08-23 4 A 0 34907 0 A Common Stock 34907 34907 D Restricted Stock Units 2023-08-23 4 A 0 29618 0 A Common Stock 29618 29618 D Restricted Stock Units 2023-08-23 4 A 0 9949 0 A Common Stock 9949 9949 D Stock Options 20.44 2023-08-23 4 A 0 31173 0 A 2030-02-10 Common Stock 31173 31173 D Stock Options 22.23 2023-08-23 4 A 0 34225 0 A 2031-02-08 Common Stock 34225 34225 D Stock Options 22.40 2023-08-23 4 A 0 117012 0 A 2032-02-14 Common Stock 117012 117012 D Stock Options 21.97 2023-08-23 4 A 0 112197 0 A 2033-02-13 Common Stock 112197 112197 D On July 24, 2023, Johnson & Johnson commenced a registered exchange offer to holders of shares of Johnson & Johnson common stock to exchange Johnson & Johnson common stock for Kenvue Inc. ("Kenvue") common stock. The final exchange ratio was 8.0324 shares of Kenvue common stock per share of Johnson & Johnson common stock accepted in the exchange offer. These restricted share units ("RSUs") were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value. This award vests in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through the vesting date. This award will vest in full on 02/14/2025, subject to the reporting person's continued service through the vesting date. This award will vest in full on 02/08/2024, subject to the reporting person's continued service through the vesting date. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into time-based RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years. This award will vest in full on 02/13/2026, subject to the reporting person's continued service through the vesting date. These stock options were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into options with respect to Issuer common stock with adjustments made to the number of shares subject to the award and its exercise price in order to preserve the award's value. This award is fully vested /s/ Alla Berenshteyn, as attorney-in-fact 2023-08-25