SEC FORM 4

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^*

Augustin Jeffrey G

(Last)

(First)

(Middle)

5757 N GREEN BAY AVENUE

P.O. BOX 591

(Street)

MILWAUKEE

53201

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2011		M		116.118	A	$31.75	15,916.118⁽¹⁾	D
Common Stock	11/02/2011		D		116.118	D	$31.75	15,800⁽¹⁾	D
Common Stock								279.4⁽²⁾	I	By 401(k) 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units/Restricted Stock	⁽³⁾	11/02/2011		M			116.118	⁽⁴⁾	⁽⁴⁾	Common Stock	116.118	$31.75	26,571.421	D
Phantom Stock Units/Retirement Restoration Plan	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	3,305.955		3,305.955⁽⁶⁾	D
Phantom Stock Units/Long-Term Incentive Plan	⁽³⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	31,549.685		31,549.685	D
Employee Stock Option (Right to Buy)	$22.5617							11/16/2007	11/16/2015	Common Stock	72,000		72,000	D
Employee Stock Option (Right to Buy)	$23.965							10/02/2008	10/02/2016	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$40.21							10/01/2009	10/01/2017	Common Stock	36,000		36,000	D
Employee Stock Option (Right to Buy)	$28.79							10/01/2010	10/01/2018	Common Stock	48,000		48,000	D
Employee Stock Option (Right to Buy)	$24.87							10/01/2011⁽⁸⁾	10/01/2019	Common Stock	48,000		48,000	D
Employee Stock Option (Right to Buy)	$30.54							10/01/2012⁽⁸⁾	10/01/2020	Common Stock	35,000		35,000	D
Employee Stock Option (Right to Buy)	$28.54							10/07/2013⁽⁸⁾	10/07/2021	Common Stock	31,500		31,500	D

Explanation of Responses:

1. Includes the following previously granted shares of restricted stock: 2,600 which vest on November 1, 2012, 2,050 which vest on October 7, 2013, 3,250 which vest on November 4, 2013, 2,600 which vest on November 3, 2014, and 2,050 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer.

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 restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes (a) vested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon termination and may be transferred into an alternative investment account, (b) unvested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon termination, and (c) dividends which relate to unvested, non-deferred restricted stock awards, which will be settled 100% in cash upon vesting.

5. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan. Shares of phantom stock are payable in cash following the reporting person's termination of employment with the company and may be transferred by the reporting person into an alternative investment account at any time.

6. 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.

7. These phantom share units were accrued in the Johnson Controls Long-Term Incentive Plan and are payable in cash following the reporting person's termination of employment with the company. The units may be transferred by the reporting person into an alternative investment account at any time.

8. 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 Jeffrey G. Augustin	11/03/2011
	** Signature of Reporting Person	Date
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