0001104659-17-039522.txt : 20170615
0001104659-17-039522.hdr.sgml : 20170615
20170615154706
ACCESSION NUMBER: 0001104659-17-039522
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170615
FILED AS OF DATE: 20170615
DATE AS OF CHANGE: 20170615
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mead Johnson Nutrition Co
CENTRAL INDEX KEY: 0001452575
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 800318351
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 225 NORTH CANAL STREET
STREET 2: 25TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 3124665800
MAIL ADDRESS:
STREET 1: 225 NORTH CANAL STREET
STREET 2: 25TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sheller Patrick M
CENTRAL INDEX KEY: 0001539134
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34251
FILM NUMBER: 17913474
MAIL ADDRESS:
STREET 1: 343 STATE STREET
CITY: ROCHESTER
STATE: NY
ZIP: 14650
4
1
a4.xml
4
X0306
4
2017-06-15
1
0001452575
Mead Johnson Nutrition Co
MJN
0001539134
Sheller Patrick M
225 NORTH CANAL STREET
25TH FLOOR
CHICAGO
IL
60606
0
1
0
0
SVP, Gen. Counsel & Secretary
Common Stock
2017-06-15
4
D
0
938
90
D
0
D
Restricted Stock Units
2017-06-15
4
D
0
1477
90
D
Common Stock
1477
0
D
Restricted Stock Units
2017-06-15
4
D
0
1904
90
D
Common Stock
1904
0
D
Restricted Stock Units
2017-06-15
4
D
0
2612
90
D
Common Stock
2612
0
D
Restricted Stock Units
2017-06-15
4
D
0
5981
D
Common Stock
5981
0
D
Restricted Stock Units
2017-06-15
4
D
0
8971
D
Common Stock
8971
0
D
Stock Option (Right to Buy)
73.76
2017-06-15
4
D
0
17666
16.24
D
2026-02-28
Common Stock
17666
0
D
Stock Option (Right to Buy)
73.76
2017-06-15
4
D
0
29500
16.24
D
2026-02-28
Common Stock
29500
0
D
Performance Shares
2017-06-15
4
A
0
1269
0
A
Common Stock
1269
2214
D
Performance Shares
2017-06-15
4
D
0
2214
90
D
Common Stock
2214
0
D
Performance Shares
2017-06-15
4
A
0
3556
0
A
Common Stock
3556
4879
D
Performance Shares
2017-06-15
4
D
0
4879
90
D
Common Stock
4879
0
D
Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc ("RB"), and Marigold Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of MJN common stock held by the reporting person was converted into the right to receive a cash payment equal to $90.00 per share.
Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person vested and were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) $90.00 per share.
One-fourth of this RSU was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 2, 2015 grant date.
This RSU was originally scheduled to vest on February 26, 2019.
This RSU was originally scheduled to vest on February 29, 2020.
One-third of this RSU was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2017 grant date. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger.
The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
This RSU was originally scheduled to vest on February 28, 2020. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
Pursuant to the Merger Agreement, at the effective time of the merger, the stock options held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the difference, if any, between the merger consideration ($90.00) and the exercise price of the stock option.
One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 29, 2016 grant date.
One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 29, 2016 grant date.
Each performance share ("PSU") represents the contingent right to receive one share of common stock.
Represents the target number of PSUs for any one year performance period not yet completed as of the effective time of the Merger to which the reporting person became entitled on an accelerated basis pursuant to the Merger Agreement at the effective time of the Merger.
Pursuant to the Merger Agreement, at the effective time of the merger, the PSUs held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the PSU Amount and (ii) $90.00 per share. The PSU Amount represents the total number of shares of Mead Johnson common stock that would have been delivered to the reporting person based on (1) actual performance goal achievement for any completed one year performance periods and (2) target performance goal achievement for any one year performance period not yet completed.
These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.
These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2019.
/s/ Erin R. McQuade, attorney in fact
2017-06-15