SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Monteagudo Graciela

(Last)

(First)

(Middle)

2701 PATRIOT BLVD

(Street)

GLENVIEW

60026

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2015

3. Issuer Name and Ticker or Trading Symbol
Mead Johnson Nutrition Co [ MJN ]

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

5. 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 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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	⁽¹⁾	Common Stock	3,855	⁽²⁾	D
Performance Shares	⁽³⁾	⁽³⁾	Common Stock	1,744	⁽⁴⁾	D
Restricted Stock Unit (RSU)	06/01/2016	06/01/2016	Common Stock	1,129	⁽⁵⁾	D
Restricted Stock Unit (RSU)	06/01/2016	06/01/2016	Common Stock	1,656	⁽⁵⁾	D
Restricted Stock Unit (RSU)	02/27/2017	02/27/2017	Common Stock	2,486	⁽⁵⁾	D
Restricted Stock Unit (RSU)	02/28/2018	02/28/2018	Common Stock	2,309	⁽⁵⁾	D
Restricted Stock Unit (RSU)	02/26/2019	02/26/2019	Common Stock	1,872	⁽⁵⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	06/01/2022	Common Stock	8,454	$78.15	D
Stock Option (Right to Buy)	⁽⁷⁾	06/01/2022	Common Stock	11,528	$78.15	D
Stock Option (Right to Buy)	⁽⁸⁾	02/27/2023	Common Stock	12,691	$74.65	D
Stock Option (Right to Buy)	⁽⁹⁾	02/28/2024	Common Stock	11,784	$81.55	D
Stock Option (Right to Buy)	⁽¹⁰⁾	02/26/2025	Common Stock	9,555	$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

	/s/ Erin R. McQuade, attorney-in-fact	07/08/2015
	** 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.
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