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*
ROELL STEPHEN A

(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE
P.O. BOX 591

(Street)
MILWAUKEE WI 53201-0591

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2011
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)
Code V Amount (A) or (D) Price
Common Stock 11/08/2011 S 45,048 D $32.51(1) 679,882 D
Common Stock 34,619.266(2) I By 401(k) Plan Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units/Restricted Stock (3) (4) (4) Common Stock 334,641.273 334,641.273 D
Phantom Stock Units/Retirement Restoration Plan (3) (5) (5) Common Stock 56,673.101 56,673.101 D
Employee Stock Option (Right to Buy) $22.5617 11/16/2007 11/16/2015 Common Stock 525,000 525,000 D
Employee Stock Option (Right to Buy) $23.965 10/02/2008 10/02/2016 Common Stock 591,000 591,000 D
Employee Stock Option (Right to Buy) $40.21 10/01/2009 10/01/2017 Common Stock 375,000 375,000 D
Employee Stock Option (Right to Buy) $28.79 10/01/2010(6) 10/01/2018 Common Stock 550,000 550,000 D
Employee Stock Option (Right to Buy) $24.87 10/01/2011(6) 10/01/2019 Common Stock 610,000 610,000 D
Employee Stock Option (Right to Buy) $30.54 10/01/2012(6) 10/01/2020 Common Stock 505,000 505,000 D
Employee Stock Option (Right to Buy) $28.54 10/07/2013(6) 10/07/2021 Common Stock 467,000 467,000 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.42 to $32.61, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
2. The number of underlying securities is based on the stock fund balance on October 31, 2011. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on an October 31, 2011, stock fund price of $32.93 per share.
3. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
4. The balance includes phantom stock units representing (a) vested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon retirement and may be transferred into an alternative investment account, (b) dividends which relate to an unvested, non-deferred restricted stock award, which will be settled 100% in cash upon vesting, and (c) unvested, non-deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon vesting of the award.
5. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan. The units are payable in cash following the reporting person's retirement from the issuer, and may be transferred by the reporting person into an alternative investment account.
6. Fifty percent of the options vest after two years and the remaining 50% vests after three years.
Remarks:
Angela M. Blair, Attorney-In-Fact for Stephen A. Roell 11/09/2011
** 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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