Initial Statement of Beneficial Ownership (3)
July 01 2015 - 4:53PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Stratton Christoper Richard
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2015
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3. Issuer Name
and
Ticker or Trading Symbol
Mead Johnson Nutrition Co [MJN]
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(Last)
(First)
(Middle)
2701 PATRIOT BLVD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP and President, Asia /
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(Street)
GLENVIEW, IL 60026
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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11229.549
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Shares
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(1)
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(1)
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Common Stock
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2083
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(2)
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D
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Performance Shares
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(3)
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(3)
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Common Stock
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1744
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(4)
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D
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Restricted Stock Unit (RSU)
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3/2/2016
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3/2/2016
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Common Stock
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1158
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(5)
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D
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Restricted Stock Unit (RSU)
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2/27/2017
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2/27/2017
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Common Stock
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1343
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(5)
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D
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Restricted Stock Unit (RSU)
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2/28/2018
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2/28/2018
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Common Stock
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2309
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(5)
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D
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Restricted Stock Unit (RSU)
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2/26/2019
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2/26/2019
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Common Stock
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1872
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(5)
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D
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Stock Option (Right to Buy)
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(6)
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3/2/2021
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Common Stock
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4643
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$58.86
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D
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Stock Option (Right to Buy)
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(7)
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3/2/2022
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Common Stock
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5909
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$78.26
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D
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Stock Option (Right to Buy)
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(8)
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2/27/2023
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Common Stock
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6855
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$74.65
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D
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Stock Option (Right to Buy)
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(9)
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2/28/2024
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Common Stock
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11784
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$81.55
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D
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Stock Option (Right to Buy)
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(10)
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2/26/2025
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Common Stock
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9555
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$104.35
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D
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Explanation of Responses:
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(
1)
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Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2016.
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(
2)
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Represents the first and second tranches of performance shares accumulated under the 2013 - 2015 performance share award. Each performance share represents the contingent right to receive one share of common stock.
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(
3)
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Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2017.
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(
4)
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Represents the first tranche of performance shares accumulated under the 2014 - 2016 performance share award. Each performance share represents the contingent right to receive one share of common stock.
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(
5)
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Each restricted stock unit represents the contingent right to receive one share of common stock.
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(
6)
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This stock option was granted on March 2, 2011 and vested in three, equal annual installments on each of March 2, 2012, March 2, 2013 and March 2, 2014.
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(
7)
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This stock option was granted on March 2, 2012 and vested in three, equal annual installments on each of March 2, 2013, March 2, 2014 and March 2, 2015.
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(
8)
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This stock option was granted on February 27, 2013 and vests in three, equal annual installments. The first and second installments vested on each of February 27, 2014 and February 27, 2015, respectively. The third installment will vest on February 27, 2016.
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(
9)
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This stock option was granted on February 28, 2014 and vests in three, equal annual installments. The first installment vested on February 28, 2015. The second and third installments will vest on February 28, 2016 and February 28, 2017, respectively.
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(
10)
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This stock option was granted on February 26, 2015 and will vest in three, equal annual installments on each of February 26, 2016, February 26, 2017 and February 26, 2018.
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Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Stratton Christoper Richard
2701 PATRIOT BLVD
GLENVIEW, IL 60026
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SVP and President, Asia
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Signatures
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/s/ Erin R. McQuade, attorney-in-fact
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7/1/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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