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