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^*

Boyd Colin

(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)
10/01/2012

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	10/01/2012		M		2,166.084	A	$0⁽¹⁾	16,100.907⁽²⁾⁽³⁾	D
Common Stock	10/01/2012		D		2,166.084	D	$27.65	13,934.823⁽²⁾⁽³⁾	D
Common Stock	10/02/2012		M		14.152	A	$0⁽¹⁾	13,962.052⁽²⁾⁽⁴⁾	D
Common Stock	10/02/2012		D		14.152	D	$27.55	13,947.9⁽²⁾⁽⁴⁾	D
Common Stock								3,485.105⁽⁵⁾	I	By 401(k) Plan

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	⁽¹⁾	10/01/2012		M			2,166.084	⁽⁶⁾	⁽⁶⁾	Common Stock	2,166.084	$0⁽¹⁾	3,743.357⁽⁷⁾	D
Phantom Stock Units - Restricted Stock	⁽¹⁾	10/02/2012		M			14.152	⁽⁶⁾	⁽⁶⁾	Common Stock	14.152	$0⁽¹⁾	3,910.668⁽⁸⁾	D
Phantom Stock Units - Long-Term Incentive Plan	⁽¹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	10,523.058		10,523.058⁽¹⁰⁾	D
Phantom Stock Units - Retirement Restoration	⁽¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,335.851		5,335.851⁽¹²⁾	D
Employee Stock Option (Right to Buy)	$28.79							10/01/2010	10/01/2018	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$24.87							10/01/2011	10/01/2019	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$30.54							10/01/2012⁽¹³⁾	10/01/2020	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$28.54							10/07/2013⁽¹³⁾	10/07/2021	Common Stock	35,500		35,500	D

Explanation of Responses:

1. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.

2. Includes the following previously granted shares of restricted stock: 3,000 which vest on November 1, 2012; 2,950 which vest on October 7, 2013; 3,000 which vest on November 3, 2014; and 2,950 which vest on October 7, 2015. All vesting is subject to continuous employment with the issuer.

3. Includes 35.916 shares acquired through the reinvestment of dividends on January 3, April 3 and July 3 at prices ranging from $27.00 to $32.33 per share.

4. Includes 13.077 shares acquired through the reinvestment of dividends on October 2, 2012 at $28.009 per share.

5. The number of underlying securities is based on the stock fund balance on October 2, 2012. 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 2, 2012, stock fund price of $27.55 per share.

6. The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock and dividend equivalent units that settle 100% in cash and relate to restricted stock awards.

7. Includes 309.461 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit.

8. Includes 102.207 phantom stock units acquired through the reinvestment of dividends on October 2, 2012 at $27.55 per phantom stock unit.

9. The phantom stock units accrue under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company.

10. Includes 206.152 phantom stock units acquired through the reinvestment of dividends on January 3, April 3, July 3 and October 2, 2012 at prices ranging from $27.55 to $32.60 per phantom stock unit.

11. The phantom stock units accrue under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company.

12. The balance includes: 108.071 phantom stock units acquired through the reinvestment of dividends on January 3, April 3, July 3 and October 2, 2012 at prices ranging from $27.55 to $32.60 per phantom stock unit; 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); and a company match of 1,866.289 phantom stock units on February 16, 2012 at $34.44 per phantom stock unit. The plan mirrors the company's 401(k) Plan.

13. 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 Colin Boyd	10/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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