Sec Form 4 Filing - Alvarado Luani @ Kenvue Inc. - 2023-08-23

Insider filing report for Changes in Beneficial Ownership
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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
Alvarado Luani
2. Issuer Name and Ticker or Trading Symbol
Kenvue Inc. [ KVUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief People Officer
(Last) (First) (Middle)
199 GRANDVIEW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2023
(Street)
SKILLMAN, NJ08558
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
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 Units ( 1 ) ( 1 ) 08/23/2023 A 5,482 ( 2 ) ( 2 ) Common Stock 5,482 $ 0 5,482 D
Restricted Stock Units ( 1 ) ( 1 ) 08/23/2023 A 4,860 ( 3 ) ( 3 ) Common Stock 4,860 $ 0 4,860 D
Restricted Stock Units ( 1 ) ( 1 ) 08/23/2023 A 4,793 ( 4 ) ( 4 ) Common Stock 4,793 $ 0 4,793 D
Restricted Stock Units ( 5 ) ( 5 ) 08/23/2023 A 14,120 ( 6 ) ( 6 ) Common Stock 14,120 $ 0 14,120 D
Restricted Stock Units ( 5 ) ( 5 ) 08/23/2023 A 12,149 ( 3 ) ( 3 ) Common Stock 12,149 $ 0 12,149 D
Restricted Stock Units ( 5 ) ( 5 ) 08/23/2023 A 15,298 ( 4 ) ( 4 ) Common Stock 15,298 $ 0 15,298 D
Stock Options ( 7 ) $ 21.97 08/23/2023 A 45,375 ( 2 ) 02/13/2033 Common Stock 45,375 $ 0 45,375 D
Stock Options ( 7 ) $ 22.4 08/23/2023 A 48,005 ( 3 ) 02/14/2032 Common Stock 48,005 $ 0 48,005 D
Stock Options ( 7 ) $ 22.23 08/23/2023 A 52,627 ( 4 ) 02/08/2031 Common Stock 52,627 $ 0 52,627 D
Stock Options ( 7 ) $ 20.44 08/23/2023 A 89,372 ( 8 ) 02/10/2030 Common Stock 89,372 $ 0 89,372 D
Stock Options ( 7 ) $ 17.82 08/23/2023 A 48,056 ( 8 ) 02/11/2029 Common Stock 48,056 $ 0 48,056 D
Stock Options ( 7 ) $ 17.49 08/23/2023 A 48,523 ( 8 ) 02/11/2028 Common Stock 48,523 $ 0 48,523 D
Stock Options ( 7 ) $ 15.62 08/23/2023 A 60,650 ( 8 ) 02/13/2027 Common Stock 60,650 $ 0 60,650 D
Stock Options ( 7 ) $ 13.76 08/23/2023 A 85,534 ( 8 ) 02/08/2026 Common Stock 85,534 $ 0 85,534 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alvarado Luani
199 GRANDVIEW ROAD
SKILLMAN, NJ08558
Chief People Officer
Signatures
/s/ Alla Berenshteyn, as attorney-in-fact 08/25/2023
Signature of Reporting Person Date
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 the vesting date.
( 3 )This award will vest in full on 02/14/2025, subject to the reporting person's continued service through the vesting date.
( 4 )This award will vest in full on 02/08/2024, subject to the reporting person's continued service through the 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 the vesting date.
( 7 )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.
( 8 )This award is fully vested.

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