Sec Form 4 Filing - Caruso Dominic J @ JOHNSON & JOHNSON - 2017-02-13

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
Caruso Dominic J
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, Finance; CFO
(Last) (First) (Middle)
ONE JOHNSON & JOHNSON PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2017
(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
Common Stock 02/13/2017 M 26,947 A $ 0 ( 1 ) 150,700 D
Common Stock 02/13/2017 A 10,752 ( 2 ) A $ 0 161,452 D
Common Stock 02/13/2017 F 17,350 ( 3 ) D $ 115.67 144,102 D
Common Stock 93 ( 4 ) I By 401k
Common Stock 225 ( 5 ) I By ESOP
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) ( 6 ) $ 115.67 02/13/2017 A 131,264 02/14/2020 02/13/2027 Common Stock 131,264 $ 0 131,264 D
Performance Share Units ( 1 ) 02/13/2017 M 26,947 01/10/2017 ( 1 ) Common Stock 26,947 $ 0 0 D
Restricted Share Units ( 7 ) 02/13/2017 A 11,045 02/13/2020 ( 7 ) Common Stock 11,045 $ 0 11,045 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caruso Dominic J
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ08933
Exec VP, Finance; CFO
Signatures
Linda E. King, as attorney-in-fact for Dominic J. Caruso 02/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Awarded under Issuer's Long-Term Incentive Plan. Performance Share Units awarded on February 10, 2014 converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board.
( 2 )Shares earned due to performance factor of 139.9% upon vesting of Performance Share Units and certification of performance results by the Board.
( 3 )Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board.
( 4 )Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).
( 5 )Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).
( 6 )Awarded under Issuer's Long-Term Incentive Plan.
( 7 )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).
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