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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/01/2011 | M | 1,232.131 | A | $31.17 | 177,824.131(1) | D | |||
Common Stock | 11/01/2011 | D | 1,232.131 | D | $31.17 | 176,592(1) | D | |||
Common Stock | 11/01/2011 | F | 5,130 | D | $31.17 | 171,462(1) | D | |||
Common Stock | 11/02/2011 | M | 401.946 | A | $31.75 | 171,863.946(2) | D | |||
Common Stock | 11/02/2011 | D | 401.946 | D | $31.75 | 171,462(2) | D | |||
Common Stock | 11/02/2011 | F | 3,848 | D | $31.75 | 167,614(2) | D | |||
Common Stock | 9,136.266(3) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (4) | 11/01/2011 | M | 1,232.131 | (5) | (5) | Common Stock | 1,232.131 | $31.17 | 1,225.556 | D | ||||
Phantom Stock Units/Restricted Stock | (4) | 11/02/2011 | M | 401.946 | (5) | (5) | Common Stock | 401.946 | $31.75 | 823.61 | D | ||||
Phantom Stock Units/Retirement Restoration Plan | (4) | (6) | (6) | Common Stock | 21,530.777 | 21,530.777(7) | D | ||||||||
6.50% Convertible Senior Notes | (8) | 03/16/2009 | 09/30/2012 | Common Stock | (8) | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $24.3667 | 01/03/2008 | 01/03/2016 | Common Stock | 120,000 | 120,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $23.965 | 10/02/2008 | 10/02/2016 | Common Stock | 192,000 | 192,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $40.21 | 10/01/2009 | 10/01/2017 | Common Stock | 120,000 | 120,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $28.79 | 10/01/2010 | 10/01/2018 | Common Stock | 160,000 | 160,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $24.87 | 10/01/2011(9) | 10/01/2019 | Common Stock | 170,000 | 170,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $30.54 | 10/01/2012(9) | 10/01/2020 | Common Stock | 150,000 | 150,000 | D | ||||||||
Employe Stock Option (Right to Buy) | $28.54 | 10/07/2013(9) | 10/07/2021 | Common Stock | 134,000 | 134,000 | D |
Explanation of Responses: |
1. Includes the following previously granted shares of restricted stock: 11,250 which vest on November 2, 2011, 12,000 which vest on November 1, 2012, 11,000 which vest on October 7, 2013, 11,250 which vest on 11/4/2013, 12,000 which vest on November 3, 2014, and 11,000 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer. |
2. Includes the following previously granted shares of restricted stock: 12,000 which vest on November 1, 2012, 11,000 which vest on October 7, 2013, 11,250 which vest on 11/4/2013, 12,000 which vest on November 3, 2014, and 11,000 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer. |
3. 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. |
4. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
5. The restricted stock units were awarded under the Johnson Controls Restricted Stock Plan. The units relate to unvested, non-deferred restricted stock awards and will be settled 100% in cash upon vesting. |
6. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's retirement. |
7. The balance includes phantom stock units acquired through employee payroll contributions which are discretionary transactions and qualify for the Rule 16a-3(f)(1)(i)(B) reporting exemption. This plan mirrors the company's 401(k) Plan. |
8. The 6.50% Convertible Senior Notes due 2012 are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding September 30, 2012. The conversion rate for the notes is initially 89.3855 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $11.19 per share of common stock), subject to adjustment, pursuant to the terms of the notes. |
9. Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |
Remarks: |
Angela M. Blair, Attorney-In-Fact for C. David Myers | 11/03/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |