FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kapusta Ronald A
2. Issuer Name and Ticker or Trading Symbol

JOHNSON & JOHNSON [ JNJ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Controller, CAO
(Last)          (First)          (Middle)

ONE JOHNSON & JOHNSON PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2017
(Street)

NEW BRUNSWICK, NJ 08933
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/10/2017     M    3221.0000   A $0   (1) 28946.0000   D    
Common Stock   2/10/2017     F    1042.0000   (2) D $115.1300   27904.0000   D    
Common Stock                  105.0000   (3) I   By 401k  
Common Stock                  623.2598   (4) I   By ESOP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Share Units     (1) 2/10/2017     M         3221.0000    2/10/2017     (1) Common Stock   3221.0000   $0.0000   0.0000   D    

Explanation of Responses:
( 1)  Each Restricted Share Unit, awarded under Issuer's Long-Term Incentive Plan on February 10, 2014, represents a contingent right to receive one share of Common Stock, and vests on the third anniversary of the grant date.
( 2)  Shares withheld for payment of taxes upon vesting of Restricted Share Units.
( 3)  Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).
( 4)  Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kapusta Ronald A
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ 08933


Controller, CAO

Signatures
Linda E. King, as attorney-in-fact for Ronald A. Kapusta 2/14/2017
** 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 control number.
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