Statement of Changes in Beneficial Ownership (4)
March 02 2016 - 4:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Jobe James J
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2. Issuer Name
and
Ticker or Trading Symbol
Mead Johnson Nutrition Co
[
MJN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Technical Operations
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(Last)
(First)
(Middle)
2701 PATRIOT BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/29/2016
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(Street)
GLENVIEW, IL 60026
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/29/2016
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M
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3910
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A
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$0.00
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17552
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D
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Common Stock
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2/29/2016
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F
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1321
(1)
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D
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$73.76
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16231
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D
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Common Stock
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55.925
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I
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By MJN 401(k)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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(2)
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2/29/2016
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M
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3910
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2/29/2016
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2/29/2016
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Common Stock
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3910
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$0.00
(3)
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0
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D
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Stock Option (Right to Buy)
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$73.76
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2/29/2016
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A
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17666
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(4)
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2/28/2026
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Common Stock
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17666
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$0.00
(3)
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17666
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D
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Stock Option (Right to Buy)
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$73.76
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2/29/2016
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A
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22500
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(5)
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2/28/2026
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Common Stock
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22500
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$0.00
(3)
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22500
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D
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Restricted Stock Unit (RSU)
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(6)
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2/29/2016
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A
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2612
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2/29/2020
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2/29/2020
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Common Stock
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2612
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$0.00
(3)
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2612
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D
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Explanation of Responses:
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(
1)
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Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares.
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(
2)
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Each performance share represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested performance shares in shares of common stock.
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(
3)
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The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.
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(
4)
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One-third of the stock option will vest on each of the first, second and third anniversaries of the grant date.
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(
5)
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25% of the stock option will vest on each of the first, second, third and fourth anniversaries of the grant date.
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(
6)
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Each restricted stock unit represents the contingent right to receive one share of common stock.
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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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Jobe James J
2701 PATRIOT BLVD.
GLENVIEW, IL 60026
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SVP, Technical Operations
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Signatures
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/s/ Erin R. McQuade, attorney in fact
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3/2/2016
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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 4(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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