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