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^*

England Charmaine

(Last)

(First)

(Middle)

199 GRANDVIEW ROAD

(Street)

SKILLMAN

08558

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Growth Officer

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)

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)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	3,874	⁽¹⁾	D
Restricted Stock Units⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	3,726	⁽¹⁾	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	4,689	⁽¹⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	9,979	⁽⁵⁾	D
Restricted Stock Units⁽⁵⁾	⁽³⁾	⁽³⁾	Common Stock	9,312	⁽⁵⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	14,972	⁽⁵⁾	D
Stock Options	⁽⁷⁾	10/02/2033	Common Stock	20,560	$20.32	D
Stock Options⁽⁸⁾	⁽²⁾	02/13/2033	Common Stock	32,070	$21.97	D
Stock Options⁽⁸⁾	⁽³⁾	02/14/2032	Common Stock	36,781	$22.4	D
Stock Options⁽⁸⁾	⁽⁴⁾	02/08/2031	Common Stock	51,516	$22.23	D

Explanation of Responses:

1. 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.

2. 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 such vesting date.

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

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

5. 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.

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

7. This award will vest in full on 10/02/2026, subject to the reporting person's continued service through such 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.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Alla Berenshteyn, as attorney-in-fact	01/05/2024
	** 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.
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.