SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lawson Carlton

(Last)

(First)

(Middle)

199 GRANDVIEW ROAD

(Street)

SKILLMAN

08558

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kenvue Inc. [ KVUE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President EMEA

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2023		J		1,670	A	$0⁽¹⁾	1,670	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽²⁾	08/23/2023		A		13,557		⁽³⁾	⁽³⁾	Common Stock	13,557	$0	13,557	D
Restricted Stock Units⁽²⁾	⁽²⁾	08/23/2023		A		11,846		⁽⁴⁾	⁽⁴⁾	Common Stock	11,846	$0	11,846	D
Restricted Stock Units⁽²⁾	⁽²⁾	08/23/2023		A		3,119		⁽⁵⁾	⁽⁵⁾	Common Stock	3,119	$0	3,119	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	08/23/2023		A		34,907		⁽⁷⁾	⁽⁷⁾	Common Stock	34,907	$0	34,907	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	08/23/2023		A		29,618		⁽⁴⁾	⁽⁴⁾	Common Stock	29,618	$0	29,618	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	08/23/2023		A		9,949		⁽⁵⁾	⁽⁵⁾	Common Stock	9,949	$0	9,949	D
Stock Options⁽⁸⁾	$20.44	08/23/2023		A		31,173		⁽⁹⁾	02/10/2030	Common Stock	31,173	$0	31,173	D
Stock Options⁽⁸⁾	$22.23	08/23/2023		A		34,225		⁽⁵⁾	02/08/2031	Common Stock	34,225	$0	34,225	D
Stock Options⁽⁸⁾	$22.4	08/23/2023		A		117,012		⁽⁴⁾	02/14/2032	Common Stock	117,012	$0	117,012	D
Stock Options⁽⁸⁾	$21.97	08/23/2023		A		112,197		⁽³⁾	02/13/2033	Common Stock	112,197	$0	112,197	D

Explanation of Responses:

1. On July 24, 2023, Johnson & Johnson commenced a registered exchange offer to holders of shares of Johnson & Johnson common stock to exchange Johnson & Johnson common stock for Kenvue Inc. ("Kenvue") common stock. The final exchange ratio was 8.0324 shares of Kenvue common stock per share of Johnson & Johnson common stock accepted in the exchange offer.

2. These restricted share units ("RSUs") were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value.

3. This award vests in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through the vesting date.

4. This award will vest in full on 02/14/2025, subject to the reporting person's continued service through the vesting date.

5. This award will vest in full on 02/08/2024, subject to the reporting person's continued service through the vesting date.

6. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into time-based RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years.

7. This award will vest in full on 02/13/2026, subject to the reporting person's continued service through the vesting date.

8. These stock options were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into options with respect to Issuer common stock with adjustments made to the number of shares subject to the award and its exercise price in order to preserve the award's value.

9. This award is fully vested

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	08/25/2023
	** 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 Number.