SEC Form 4
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*
Walicki Joseph A

(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE

(Street)
MILWAUKEE WI 53209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Johnson Controls International plc [ JCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President & President, PS
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 89,151.222(1) A (2) 89,151.222 D
Ordinary Shares 09/02/2016 A 3,693(3) A (2) 3,693 I By 401k Plan Trustee
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (Right to Buy) $40.21 09/02/2016 A 9,600 10/01/2009 10/01/2017 Ordinary Shares 9,600 (4) 9,600 D
Employee Stock Option (Right to Buy) $28.79 09/02/2016 A 12,000 10/01/2010 10/01/2018 Ordinary Shares 12,000 (4) 12,000 D
Employee Stock Option (Right to Buy) $24.87 09/02/2016 A 15,000 10/01/2011 10/01/2019 Ordinary Shares 15,000 (4) 15,000 D
Employee Stock Option (Right to Buy) $30.54 09/02/2016 A 13,200 10/01/2012 10/01/2020 Ordinary Shares 13,200 (4) 13,200 D
Employee Stock Option (Right to Buy) $28.54 09/02/2016 A 12,500 10/07/2013 10/07/2021 Ordinary Shares 12,500 (4) 12,500 D
Employee Stock Option (Right to Buy) $27.85 09/02/2016 A 16,100 10/05/2014 10/05/2022 Ordinary Shares 16,100 (4) 16,100 D
Employee Stock Option (Right to Buy) $48.37 09/02/2016 A 11,428 11/19/2015 11/19/2023 Ordinary Shares 11,428 (4) 11,428 D
Employee Stock Option (Right to Buy) $50.23 09/02/2016 A 14,478 11/18/2016(5) 11/18/2024 Ordinary Shares 14,478 (4) 14,478 D
Employee Stock Option (Right to Buy) $46.31 09/02/2016 A 8,722 11/18/2016(5) 01/05/2025 Ordinary Shares 8,722 (4) 8,722 D
Employee Stock Option (Right to Buy) $43.86 09/02/2016 A 50,038 10/07/2017(5) 10/07/2025 Ordinary Shares 50,038 (4) 50,038 D
Explanation of Responses:
1. The balance includes unvested restricted stock units and dividend equivalents that were converted into an equivalent number of restricted stock units in JCI plc in connection with the closing of the merger.
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. 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.
4. 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.
5. 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 Joseph Walicki 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).
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