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 International plc [ JCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/02/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
Ordinary Shares | 09/02/2016 | A | 15,012(1) | A | (2) | 15,012 | I | By 401k Plan Trustee |
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 - Restricted Stock Plan | $0(3) | 09/02/2016 | A | 235,430.79 | (4) | (4) | Ordinary Shares | 235,430.79 | (5) | 235,430.79 | D | ||||
Employee Stock Option (Right to Buy) | $40.21 | 09/02/2016 | A | 47,248 | 10/01/2009 | 10/01/2017 | Ordinary Shares | 47,248 | (6) | 47,248 | D | ||||
Employee Stock Option (Right to Buy) | $28.79 | 09/02/2016 | A | 160,000 | 10/01/2010 | 10/01/2018 | Ordinary Shares | 160,000 | (6) | 160,000 | D | ||||
Employee Stock Option (Right to Buy) | $24.87 | 09/02/2016 | A | 170,000 | 10/01/2011 | 10/01/2019 | Ordinary Shares | 170,000 | (6) | 170,000 | D | ||||
Employee Stock Option (Right to Buy) | $30.54 | 09/02/2016 | A | 150,000 | 10/01/2012 | 10/01/2020 | Ordinary Shares | 150,000 | (6) | 150,000 | D | ||||
Employee Stock Option (Right to Buy) | $28.54 | 09/02/2016 | A | 140,000 | 10/07/2013 | 10/07/2021 | Ordinary Shares | 140,000 | (6) | 140,000 | D | ||||
Employee Stock Option (Right to Buy) | $27.85 | 09/02/2016 | A | 74,800 | 10/05/2014 | 10/05/2022 | Ordinary Shares | 74,800 | (6) | 74,800 | D | ||||
Employee Stock Option (Right to Buy) | $48.37 | 09/02/2016 | A | 49,319 | 11/19/2015 | 11/19/2023 | Ordinary Shares | 49,319 | (6) | 49,319 | D | ||||
Employee Stock Option (Right to Buy) | $50.23 | 09/02/2016 | A | 80,437 | 11/18/2016(7) | 11/18/2024 | Ordinary Shares | 80,437 | (6) | 80,437 | D | ||||
Employee Stock Option (Right to Buy) | $43.86 | 09/02/2016 | A | 104,562 | 10/07/2017(7) | 10/07/2025 | Ordinary Shares | 104,562 | (6) | 104,562 | D |
Explanation of Responses: |
1. The number of underlying securities is based on the stock fund balance. The actual number of shares issuable upon the distribution date is not determinable since the fund is a unitized account consisting of 96% company shares and 4% money market fund. The balance reflected in this report is based on an August 26, 2016 price of $43.89 per share, which is the most recent information available for the plan. |
2. Shares acquired in connection with the closing of the merger between Johnson Controls, Inc. ("Johnson Controls") and Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") (the "merger"), pursuant to which each share of Johnson Controls was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash. |
3. Each unit of phantom stock is the economic equivalent of one ordinary share of JCI plc. |
4. Phantom stock units accrue under the Johnson Controls Restricted Stock Plan and settle 100% in cash upon the reporting person's termination or retirement, subject to vesting requirements. |
5. Restricted stock units acquired in connection with the closing of the merger, pursuant to which each restricted stock unit of Johnson Controls (the economic equivalent of one share of Johnson Controls common stock) was converted into a restricted stock unit in JCI plc. |
6. Options acquired in connection with the closing of the merger, pursuant to which Johnson Controls options were converted into an equivalent number of options with respect to JCI plc at the same exercise price. |
7. Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |
/s/ Catherine M. Walker, attorney-in-fact for R. Bruce McDonald | 09/07/2016 | |
** 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. |