Sec Form 4 Filing - Jakobsen Peter Kasper @ Mead Johnson Nutrition Co - 2017-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jakobsen Peter Kasper 2. Issuer Name and Ticker or Trading Symbol Mead Johnson Nutrition Co [ MJN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2701 PATRIOT BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) GLENVIEW, IL60026 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/28/2017 M 18,053 A $ 0 75,775 D Common Stock 02/28/2017 F 8,251 ( 1 ) D $ 87.79 67,524 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Unit (RSU) ( 2 ) 0 2/28/2017 A 31,201 ( 3 ) 02/28/2020 Common Stock 31,201 $ 0 ( 4 ) 31,201 D Restricted Stock Unit (RSU) ( 2 ) 02/28/2017 A 46,801 02/28/2020 02/28/2020 Common Stock 46,801 $ 0 ( 4 ) 46,801 D Performance Shares ( 5 ) 02/28/2017 A 7,156 02/28/2017 02/28/2017 Common Stock 7,156 $ 0 ( 4 ) 18,053 D Performance Shares ( 6 ) 02/28/2017 M 18,053 02/28/2017 02/28/2017 Common Stock 18,053 $ 0 ( 4 ) 0 D Performance Shares ( 7 ) 02/28/2017 A 6,711 ( 8 ) ( 8 ) Common Stock 6,711 $ 0 ( 4 ) 6,711 D Performance Shares ( 9 ) 02/28/2017 A 9,403 ( 10 ) ( 10 ) Common Stock 9,403 $ 0 ( 4 ) 9,403 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jakobsen Peter Kasper 2701 PATRIOT BLVD. GLENVIEW, IL60026 X President and CEO Signatures /s/ Erin R. McQuade, attorney in fact 03/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares. ( 2 )Each restricted stock unit represents the contingent right to receive one share of common stock. ( 3 )One-third of the restricted stock unit award will vest on each of the first, second and third anniversaries of the grant date. ( 4 )The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities. ( 5 )Represents the current tranche of performance shares earned under the 2014 - 2016 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock. ( 6 )Each performance share represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested performance shares in shares of common stock. ( 7 )Represents the current tranche of performance shares earned under the 2015 - 2017 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock. ( 8 )Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2018. ( 9 )Represents the current tranche of performance shares earned under the 2016 - 2018 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock. ( 10 )Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2019.

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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