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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/04/2010 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/04/2010 | M | 1,126.237 | A | $27.8 | 54,792.237(1) | D | |||
Common Stock | 01/04/2010 | D | 1,126.237 | D | $27.8 | 53,666(1) | D | |||
Common Stock | 01/04/2010 | F | 5,368 | D | $27.8 | 48,298(1) | D | |||
Common Stock | 43,769.527(2) | I | By 401(k) Plan Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock Units - Retirement Restoration Plan | (3) | (4) | (4) | Common Stock | 14,096.289 | 14,096.289(5) | D | ||||||||
Phantom Stock Units - Annual Incentive Plan | (3) | (6) | (6) | Common Stock | 14,825.961 | 14,825.961(7) | D | ||||||||
Phantom Stock Units - LTIP Plan | (3) | (8) | (8) | Common Stock | 6,585.251 | 6,585.251(9) | D | ||||||||
Phantom Stock Units - Restricted Stock Plan | (3) | 01/04/2010 | M | 1,126.237 | (10) | (10) | Common Stock | 1,126.237 | $27.8 | 11,611.605(11) | D | ||||
Employee Stock Option (Right to Buy) | $20.5633 | 11/17/2006 | 11/17/2014 | Common Stock | 84,000 | 84,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $22.5617 | 11/16/2007 | 11/16/2015 | Common Stock | 120,000 | 120,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $23.965 | 10/02/2008 | 10/02/2016 | Common Stock | 90,000 | 90,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $40.21 | 10/01/2009(12) | 10/01/2017 | Common Stock | 90,000 | 90,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $28.79 | 10/01/2010(12) | 10/01/2018 | Common Stock | 145,000 | 145,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $24.87 | 10/01/2011(12) | 10/01/2019 | Common Stock | 155,000 | 155,000 | D |
Explanation of Responses: |
1. Includes the following shares of restricted stock which vest as follows: 9,750 on 11/1/2011, 11,250 on 11/2/2011 and 11/250 on 11/2/2013. The vesting of all shares of restricted stock is subject to continuous employment with the issuer. |
2. The number of underlying securities is based on the stock fund balance on January 4, 2010. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on a January 4, 2010, stock fund price of $27.80 per share. |
3. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
4. The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan, and are to be settled 100% in cash following the reporting person's termination of employment with the company. |
5. Includes 65.612 phantom stock units acquired through the reinvestment of dividends on January 4, 2010, at a price of $27.80 per phantom stock unit. |
6. The phantom stock units were accrued under the Johnson Controls Annual Incentive Plan and are to be settled 100% in cash following the reporting person's termination of employment with the company. |
7. Includes 69.007 phantom stock units acquired through the reinvestment of dividends on January 4, 2010, at a price of $27.80 per phantom stock unit. |
8. The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash following the reporting person's termination of employment with the company. |
9. Includes 23.738 phantom stock units acquired through the reinvestment of dividends on January 4, 2010, at a price of $27.80 per phantom stock unit. |
10. The phantom stock units representing dividends which relate to restricted stock awards that were not deferred will vest when the non-deferred restricted shares vest and will be paid in cash to the reporting person. Phantom stock units representing dividends which related to vested deferred awards are payable in cash following the reporting person's termination from the issuer and may be transferred into an alternative investment account. Vesting continues when the reporting person retires from the issuer. |
11. Includes 279.213 phantom stock units acquired through the reinvestment of dividends on January 4, 2010, at a price of $27.80 per phantom stock unit, of which 75.06 were accrued on the vested and disposed phantom stock units. |
12. Fifty percent of the options vest after two years and the remaining 50% vests after three years. |
Remarks: |
Angela M. Blair, Attorney-in-Fact for Alex A. Molinaroli | 01/05/2010 | |
** 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. |