0001104659-17-039525.txt : 20170615 0001104659-17-039525.hdr.sgml : 20170615 20170615154751 ACCESSION NUMBER: 0001104659-17-039525 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: Urbain Charles M CENTRAL INDEX KEY: 0001455774 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34251 FILM NUMBER: 17913478 MAIL ADDRESS: STREET 1: 2400 WEST LLOYD EXPRESSWAY CITY: EVANSVILLE STATE: IL ZIP: 47721 4 1 a4.xml 4 X0306 4 2017-06-15 1 0001452575 Mead Johnson Nutrition Co MJN 0001455774 Urbain Charles M 225 NORTH CANAL STREET 25TH FLOOR CHICAGO IL 60606 0 1 0 0 EVP & Chief Operating Officer Common Stock 2017-06-15 4 D 0 56442 90 D 0 D Restricted Stock Units 2017-06-15 4 D 0 3174 90 D Common Stock 3174 0 D Restricted Stock Units 2017-06-15 4 D 0 2481 90 D Common Stock 2481 0 D Restricted Stock Units 2017-06-15 4 D 0 5750 90 D Common Stock 5750 0 D Restricted Stock Units 2017-06-15 4 D 0 9662 D Common Stock 9662 0 D Restricted Stock Units 2017-06-15 4 D 0 14493 D Common Stock 14493 0 D Stock Option (Right to Buy) 58.86 2017-06-15 4 D 0 19898 31.14 D 2021-03-02 Common Stock 19898 0 D Stock Option (Right to Buy) 78.26 2017-06-15 4 D 0 15349 11.74 D 2022-03-02 Common Stock 15349 0 D Stock Option (Right to Buy) 74.65 2017-06-15 4 D 0 17700 15.35 D 2023-02-27 Common Stock 17700 0 D Stock Option (Right to Buy) 81.55 2017-06-15 4 D 0 16203 8.45 D 2024-02-28 Common Stock 16203 0 D Stock Option (Right to Buy) 73.76 2017-06-15 4 D 0 38889 16.24 D 2026-02-28 Common Stock 38889 0 D Stock Option (Right to Buy) 73.76 2017-06-15 4 D 0 30000 16.24 D 2026-02-28 Common Stock 30000 0 D Performance Shares 2017-06-15 4 A 0 1654 0 A Common Stock 1654 2885 D Performance Shares 2017-06-15 4 D 0 2885 90 D Common Stock 2885 0 D Performance Shares 2017-06-15 4 A 0 7828 0 A Common Stock 7828 10740 D Performance Shares 2017-06-15 4 D 0 10740 90 D Common Stock 10740 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. This RSU was originally scheduled to vest on February 28, 2018. 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 March 2, 2011 grant date. One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2012 grant date. One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 27, 2013 grant date. One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2014 grant date. 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