Sec Form 4 Filing - Jobe James J @ Mead Johnson Nutrition Co - 2017-06-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Jobe James J
2. Issuer Name and Ticker or Trading Symbol
Mead Johnson Nutrition Co [ MJN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Global Operations
(Last) (First) (Middle)
225 NORTH CANAL STREET, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2017
(Street)
CHICAGO, IL60606
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 06/15/2017 D 21,077 D $ 90 ( 1 ) 0 D
Common Stock 06/15/2017 D 57,347 D $ 90 ( 1 ) 0 I By MJN401(k)
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 ( 2 ) 06/15/2017 D 2,063 ( 3 ) ( 3 )( 4 ) Common Stock 2,063 $ 90 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 06/15/2017 D 6,160 ( 3 ) ( 3 )( 5 ) Common Stock 6,160 $ 90 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 06/15/2017 D 1,872 ( 3 ) ( 3 )( 6 ) Common Stock 1,872 $ 90 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 06/15/2017 D 2,612 ( 3 ) ( 3 )( 7 ) Common Stock 2,612 $ 90 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 06/15/2017 D 5,762 ( 8 )( 9 ) ( 8 )( 9 ) Common Stock 5,762 ( 8 ) ( 9 ) 0 D
Restricted Stock Units ( 2 ) 06/15/2017 D 8,643 ( 10 ) ( 10 ) Common Stock 8,643 ( 10 ) 0 D
Stock Option (Right to Buy) $ 46.3 06/15/2017 D 15,668 ( 11 )( 12 ) 02/23/2020 Common Stock 15,668 $ 43.7 ( 12 ) 0 D
Stock Option (Right to Buy) $ 58.86 06/15/2017 D 14,285 ( 12 )( 13 ) 03/02/2021 Common Stock 14,285 $ 31.14 ( 12 ) 0 D
Stock Option (Right to Buy) $ 78.26 06/15/2017 D 11,512 ( 12 )( 14 ) 03/02/2022 Common Stock 11,512 $ 11.74 ( 12 ) 0 D
Stock Option (Right to Buy) $ 74.65 06/15/2017 D 12,873 ( 12 )( 15 ) 02/27/2023 Common Stock 12,873 $ 15.35 ( 12 ) 0 D
Stock Option (Right to Buy) $ 81.55 06/15/2017 D 10,532 ( 12 )( 16 ) 02/28/2024 Common Stock 10,532 $ 8.45 ( 12 ) 0 D
Stock Option (Right to Buy) $ 73.76 06/15/2017 D 17,666 ( 12 )( 17 ) 02/28/2026 Common Stock 17,666 $ 16.24 ( 12 ) 0 D
Stock Option (Right to Buy) $ 73.76 06/15/2017 D 22,500 ( 12 )( 18 ) 02/28/2026 Common Stock 22,500 $ 16.24 ( 12 ) 0 D
Performance Shares ( 19 ) 06/15/2017 A 1,248 ( 20 ) ( 21 )( 22 ) ( 21 )( 22 ) Common Stock 1,248 $ 0 2,177 D
Performance Shares ( 19 ) 06/15/2017 D 2,177 ( 21 )( 22 ) ( 21 )( 22 ) Common Stock 2,177 $ 90 ( 21 ) 0 D
Performance Shares ( 19 ) 06/15/2017 A 3,556 ( 20 ) ( 21 )( 23 ) ( 21 )( 23 ) Common Stock 3,556 $ 0 4,879 D
Performance Shares ( 19 ) 06/15/2017 D 4,879 ( 21 )( 23 ) ( 21 )( 23 ) Common Stock 4,879 $ 90 ( 21 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jobe James J
225 NORTH CANAL STREET
25TH FLOOR
CHICAGO, IL60606
SVP, Global Operations
Signatures
/s/ Erin R. McQuade, attorney in fact 06/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc ("RB"), and Marigold Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of MJN common stock held by the reporting person was converted into the right to receive a cash payment equal to $90.00 per share.
( 2 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
( 3 )Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person vested and were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) $90.00 per share.
( 4 )This RSU was originally scheduled to vest on February 28, 2018.
( 5 )This RSU was originally scheduled to vest on October 1, 2017.
( 6 )This RSU was originally scheduled to vest on February 26, 2019.
( 7 )This RSU was originally scheduled to vest on February 29, 2020.
( 8 )One-third of this RSU was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2017 grant date. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger.
( 9 )The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
( 10 )This RSU was originally scheduled to vest on February 28, 2020. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
( 11 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 24, 2010 grant date.
( 12 )Pursuant to the Merger Agreement, at the effective time of the merger, the stock options held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the difference, if any, between the merger consideration ($90.00) and the exercise price of the stock option.
( 13 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2011 grant date.
( 14 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2012 grant date.
( 15 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 27, 2013 grant date.
( 16 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2014 grant date.
( 17 )One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 29, 2016 grant date.
( 18 )One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 29, 2016 grant date.
( 19 )Each performance share ("PSU") represents the contingent right to receive one share of common stock.
( 20 )Represents the target number of PSUs for any one year performance period not yet completed as of the effective time of the Merger to which the reporting person became entitled on an accelerated basis pursuant to the Merger Agreement at the effective time of the Merger.
( 21 )Pursuant to the Merger Agreement, at the effective time of the merger, the PSUs held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the PSU Amount and (ii) $90.00 per share. The PSU Amount represents the total number of shares of Mead Johnson common stock that would have been delivered to the reporting person based on (1) actual performance goal achievement for any completed one year performance periods and (2) target performance goal achievement for any one year performance period not yet completed.
( 22 )These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.
( 23 )These PSUs were originally scheduled to convert into shares 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).

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.