Sec Form 4 Filing - Cadwallader Brian J @ JOHNSON CONTROLS INC - 2016-09-02

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
Cadwallader Brian J
2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Secretary & Gen. Counsel
(Last) (First) (Middle)
5757 N GREEN BAY AVE
3. Date of Earliest Transaction (MM/DD/YY)
09/02/2016
(Street)
MILWAUKEE, WI53209
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 09/02/2016 M 128.377 A $ 0 16,823.714 D
Common Stock 09/02/2016 D 128.377 D $ 45.45 16,695.337 D
Common Stock 09/02/2016 F 465 D $ 45.45 16,230.337 D
Common Stock 09/02/2016 M 103.389 A $ 0 16,333.726 D
Common Stock 09/02/2016 D 103.389 D $ 48.9 16,230.337 D
Common Stock 09/02/2016 M 1,009.89 A $ 0 17,240.227 D
Common Stock 09/02/2016 D 1,009.89 D $ 48.9 16,230.337 D
Common Stock 09/02/2016 D 1,340.529 D 0 I By 401(k) Plan Trustee
Common Stock 09/02/2016 D 16,230.337 ( 2 ) ( 3 ) D 0 D
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
Phantom Stock Units - Restricted Stock Plan ( 4 ) 09/02/2016 M 128.377 ( 5 ) ( 5 ) Common Stock 128.377 $ 0 52,528.718 D
Phantom Stock Units - Restricted Stock Plan ( 4 ) 09/02/2016 M 103.389 ( 5 ) ( 5 ) Common Stock 103.389 $ 0 52,425.329 D
Phantom Stock Units - Annual Incentive Plan ( 4 ) 09/02/2016 M 1,009.89 ( 6 ) ( 6 ) Common Stock 1,009.89 ( 7 ) $ 0 0 D
Phantom Stock Units - Restricted Stock Plan ( 4 ) 09/02/2016 D 52,425.329 ( 5 ) ( 5 ) Common Stock 52,425.329 ( 8 ) $ 0 0 D
Employee Stock Option (Right to Buy) $ 43.86 09/02/2016 D 40,836 10/07/2017( 9 ) 10/07/2025 Common Stock 40,836 $ 0 ( 10 ) 0 D
Employee Stock Option (Right to Buy) $ 50.23 09/02/2016 D 30,566 11/18/2016( 9 ) 11/18/2024 Common Stock 30,566 $ 0 ( 10 ) 0 D
Employee Stock Option (Right to Buy) $ 48.37 09/02/2016 D 14,455 11/19/2015 11/19/2023 Common Stock 14,455 $ 0 ( 10 ) 0 D
Employee Stock Option (Right to Buy) $ 30.54 09/02/2016 D 12,000 10/01/2012 10/01/2020 Common Stock 12,000 $ 0 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cadwallader Brian J
5757 N GREEN BAY AVE
MILWAUKEE, WI53209
VP, Secretary & Gen. Counsel
Signatures
/s/ Catherine M. Walker, attorney-in-fact for Brian J. Cadwallader 09/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Johnson Controls, Inc. ("Johnson Controls") was converted into 0.8357 ordinary shares of Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") and $5.7293 in cash in connection with the closing of the merger between Johnson Controls and JCI plc (the "merger").
( 2 )Includes 425.386 shares acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per share.
( 3 )The balance includes unvested restricted stock units and dividend equivalents that were converted into an equivalent number of restricted stock units in JCI plc in connection with the closing of the merger.
( 4 )Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
( 5 )The phantom stock units accrue under the Johnson Controls Restricted Stock Plan and settle 100% in cash upon the reporting person's termination or retirement, subject to vesting requirements.
( 6 )The phantom stock units accrued under the Johnson Controls Annual Incentive Plan and settled 100% in cash.
( 7 )Includes 54.203 units acquired via dividend reinvestment on October 4, 2014, January 5, April 2, July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $50.16 per unit.
( 8 )Includes 1,597.045 units acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per unit.
( 9 )Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after the grant date.
( 10 )The options were converted into an equivalent number of options with respect to JCI plc at the same exercise price in connection with the closing of the merger.

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