Sec Form 4 Filing - MCDONALD R BRUCE @ JOHNSON CONTROLS INC - 2013-02-15

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
MCDONALD R BRUCE
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)
Exec Vice President & CFO
(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE, P.O. BOX 591
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2013
(Street)
MILWAUKEE, WI53201-0591
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 12/11/2012 G 2,975 D $ 0 112,841 D
Common Stock 02/15/2013 M 72,000 A $ 17.52 184,841 D
Common Stock 02/15/2013 S 72,000 D $ 32.0751 ( 1 ) 112,841 D
Common Stock 16,840.631 ( 2 ) I By 401(k) Plan Trustee
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 Option (Right to Buy) $ 17.5167 02/15/2013 M 72,000 11/19/2005 11/19/2013 Common Stock 72,000 $ 0 0 D
Phantom Stock Units/Retirement Restoration Plan ( 3 ) ( 4 ) ( 4 ) Common Stock 42,800.074 42,800.074 ( 5 ) D
Phantom Stock Units/Annual Incentive Plan ( 3 ) ( 6 ) ( 6 ) Common Stock 3,075.462 3,075.462 ( 7 ) D
Phantom Stock Units/Long-Term Incentive Plan ( 3 ) ( 8 ) ( 8 ) Common Stock 111,552.412 111,552.412 ( 9 ) D
Phantom Stock Units/Restricted Stock Grants ( 3 ) ( 10 ) ( 10 ) Common Stock 192,416.94 192,416.94 ( 11 ) D
Employee Stock Option (Right to Buy) $ 20.5633 11/17/2006 11/17/2014 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $ 22.5617 11/16/2007 11/16/2015 Common Stock 225,000 225,000 D
Employee Stock Option (Right to Buy) $ 23.965 10/02/2008 10/02/2016 Common Stock 192,000 192,000 D
Employee Stock Option (Right to Buy) $ 40.21 10/01/2009 10/01/2017 Common Stock 120,000 120,000 D
Employee Stock Option (Right to Buy) $ 28.79 10/01/2010 10/01/2018 Common Stock 160,000 160,000 D
Employee Stock Option (Right to Buy) $ 24.87 10/01/2011 10/01/2019 Common Stock 170,000 170,000 D
Employee Stock Option (Right to Buy) $ 30.54 10/01/ 2012( 12 ) 10/01/2020 Common Stock 150,000 150,000 D
Employee Stock Option (Right to Buy) $ 28.54 10/07/2013( 12 ) 10/07/2021 Common Stock 140,000 140,000 D
Employee Stock Option (Right to Buy) $ 27.85 10/05/2014( 12 ) 10/05/2022 Common Stock 74,800 74,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCDONALD R BRUCE
5757 N. GREEN BAY AVENUE
P.O. BOX 591
MILWAUKEE, WI53201-0591
Exec Vice President & CFO
Signatures
Angela M. Blair, Attorney-In-Fact for R. Bruce McDonald 02/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions in prices ranging from $32.04 to $32.11, inclusive. The reporting person undertakes to provide to Johnson Controls, any security holder of Johnson Controls, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) of this Form 4.
( 2 )The number of underlying securities is based on the stock fund balance on February 14, 2013. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on a February 14, 2013, stock fund price of $31.83 per share.
( 3 )Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
( 4 )The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company.
( 5 )The balance includes 268.384 phantom stock units acquired through dividend reinvestment on December 28, 2012 at $30.11 per phantom stock unit.
( 6 )The phantom stock units were accrued under the Johnson Controls Annual Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement.
( 7 )The balance includes 19.284 phantom stock units acquired through dividend reinvestment on December 28, 2012 at $30.11 per phantom stock unit.
( 8 )The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement.
( 9 )The balance includes 604.61 phantom stock units acquired through dividend reinvestment on December 28, 2012 at $30.11 per phantom stock unit.
( 10 )The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock and dividend equivalent units that settle 100% in cash and relate to restricted stock awards.
( 11 )The balance includes 1,366.476 phantom stock units acquired through dividend reinvestment on December 28, 2012 at $30.11 per phantom stock unit.
( 12 )Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.

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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