Sec Form 4 Filing - Mongon Thibaut @ JOHNSON & JOHNSON - 2020-02-10

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 Mongon Thibaut 2. Issuer Name and Ticker or Trading Symbol JOHNSON & JOHNSON [ JNJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP, WW Chair, Consumer (Last) (First) (Middle) ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2020 (Street) NEW BRUNSWICK, NJ08933 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 Employee Stock Options (Right to Buy) ( 1 ) $ 151.41 02/10/2020 A 58,447 02/10/2023 02/10/2030 Common Stock 58,447 $ 0 58,447 D Performance Share Units ( 2 ) 02/10/2020 A 1,919 02/13/2020 ( 3 ) Common Stock 1,919 $ 0 1,919 D Restricted Share Units ( 4 ) 02/10/2020 A 2,285 02/10/2023 ( 4 ) Common Stock 2,285 $ 0 2,285 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mongon Thibaut ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ08933 Exec VP, WW Chair, Consumer Signatures Linda E. King, as attorney-in-fact for Thibaut Mongon 02/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Awarded under Issuer's Long-Term Incentive Plan. ( 2 )On February 10, 2020, the Issuer's Compensation & Benefits Committee certified the performance factor applicable to Performance Share Units awarded to the reporting person on February 13, 2017 under the Issuer's Long-Term Incentive Plan. These Performance Share Units represent a contingent right to an equal number of shares of Common Stock or the cash value thereof, subject to the reporting person's continued service to the Issuer through the third anniversary of the initial award date ( 3 )On February 10, 2020, the Issuer's Compensation & Benefits Committee certified the performance factor applicable to Performance Share Units awarded to the reporting person on February 13, 2017 under the Issuer's Long-Term Incentive Plan. These Performance Share Units represent a contingent right to an equal number of shares of Common Stock or the cash value thereof, subject to the reporting person's continued service to the Issuer through the third anniversary of the initial award date ( 4 )Awarded under Issuer's Long-Term Incentive Plan. Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

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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