FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
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 *

Monteagudo Graciela

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2015 

3. Issuer Name and Ticker or Trading Symbol

Mead Johnson Nutrition Co [MJN]

(Last)        (First)        (Middle)

2701 PATRIOT BLVD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP&PresAmericas&Glob.Market'g /

(Street)

GLENVIEW, IL 60026       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   777   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares     (1)   (1) Common Stock   3855     (2) D    
Performance Shares     (3)   (3) Common Stock   1744     (4) D    
Restricted Stock Unit (RSU)   6/1/2016   6/1/2016   Common Stock   1129     (5) D    
Restricted Stock Unit (RSU)   6/1/2016   6/1/2016   Common Stock   1656     (5) D    
Restricted Stock Unit (RSU)   2/27/2017   2/27/2017   Common Stock   2486     (5) D    
Restricted Stock Unit (RSU)   2/28/2018   2/28/2018   Common Stock   2309     (5) D    
Restricted Stock Unit (RSU)   2/26/2019   2/26/2019   Common Stock   1872     (5) D    
Stock Option (Right to Buy)     (6) 6/1/2022   Common Stock   8454   $78.15   D    
Stock Option (Right to Buy)     (7) 6/1/2022   Common Stock   11528   $78.15   D    
Stock Option (Right to Buy)     (8) 2/27/2023   Common Stock   12691   $74.65   D    
Stock Option (Right to Buy)     (9) 2/28/2024   Common Stock   11784   $81.55   D    
Stock Option (Right to Buy)     (10) 2/26/2025   Common Stock   9555   $104.35   D    

Explanation of Responses:
( 1)  Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2016.
( 2)  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.
( 3)  Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2017.
( 4)  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.
( 5)  Each restricted stock unit represents the contingent right to receive one share of common stock.
( 6)  This stock option was granted on June 1, 2012 and vested in three, equal annual installments on each of June 1, 2013, June 1, 2014 and June 1, 2015.
( 7)  This stock option was granted on June 1, 2012 and vests in four, equal annual installments. The first, second and third installments vested on each of June 1, 2013, June 1, 2014 and June 1, 2015, respectively. The fourth installment will vest on June 1, 2016.
( 8)  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.
( 9)  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.
( 10)  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.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Monteagudo Graciela
2701 PATRIOT BLVD
GLENVIEW, IL 60026


SVP&PresAmericas&Glob.Market'g

Signatures
/s/ Erin R. McQuade, attorney-in-fact 7/8/2015
** 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 5(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.
Morgan Stanley DW Str Sat Att (NYSE:MJN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Morgan Stanley DW Str Sat Att Charts.
Morgan Stanley DW Str Sat Att (NYSE:MJN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Morgan Stanley DW Str Sat Att Charts.