Sec Form 4 Filing - Gorsky Alex @ JOHNSON & JOHNSON - 2019-02-08

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 Gorsky Alex 2. Issuer Name and Ticker or Trading Symbol JOHNSON & JOHNSON [ JNJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO (Last) (First) (Middle) ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2019 (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 12/11/2018 G V 6,837 D $ 0 ( 1 ) 329,722 D Common Stock 12/11/2018 G V 6,837 D $ 0 ( 1 ) 322,885 D Common Stock 02/08/2019 M 29,579 A $ 0 ( 2 ) 352,464 D Common Stock 02/08/2019 F 11,708 ( 3 ) D $ 132 340,756 D Common Stock 02/11/2019 M 73,947 ( 4 ) A $ 0 414,703 D Common Stock 02/11/2019 A 12,127 ( 5 ) A $ 0 426,830 D Common Stock 02/11/2019 F 37,374 ( 6 ) D $ 131.94 389,456 D Common Stock 504 ( 7 ) I By 401k Common Stock 1,074 ( 8 ) 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 Restricted Share Units ( 2 ) 02/08/2019 M 29,579 02/08/2019 ( 2 ) Common Stock 29,579 $ 0 0 D Employee Stock Options (Right to Buy) ( 9 ) $ 131.94 02/11/2019 A 227,464 02/11/2022 02/11/2029 Common Stock 227,464 $ 0 227,464 D Performance Share Units $ 0 ( 4 ) 02/11/2019 M 73,947 02/08/2019 ( 4 ) Common Stock 73,947 $ 0 0 D Restricted Share Units ( 10 ) 02/11/2019 A 11,129 02/11/2022 ( 10 ) Common Stock 11,129 $ 0 11,129 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gorsky Alex ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ08933 X Chairman, CEO Signatures Linda E. King, as attorney-in-fact for Alex Gorsky 02/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift ( 2 )Restricted Share Units awarded under Issuer's Long-Term Incentive Plan on February 8, 2016; converted into shares of Common Stock upon vesting. ( 3 )Shares withheld for payment of taxes upon vesting of Restricted Share Units. ( 4 )Performance Share Units awarded under Issuer's Long-Term Incentive Plan on February 8, 2016; converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board. ( 5 )Shares earned due to performance factor of 116.4% upon vesting of Performance Share Units and certification of performance results by the Board. ( 6 )Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board. ( 7 )Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2019). ( 8 )Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2019). ( 9 )Awarded under Issuer's Long-Term Incentive Plan. ( 10 )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.

Remarks: poagorsky.txt

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