Sec Form 4 Filing - Molinaroli Alex A @ Johnson Controls International plc - 2016-09-02

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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
Molinaroli Alex A
2. Issuer Name and Ticker or Trading Symbol
Johnson Controls International plc [ JCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
5757 N. GREEN BAY AVENUE
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
Ordinary Shares 09/02/2016 A 315,847.719 ( 1 ) A 315,847.719 D
Ordinary Shares 09/02/2016 A 22,416 A 22,416 I By 401k 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
Phantom Stock Units - Restricted Stock Plan $ 0 ( 3 ) 09/02/2016 A 94,862.464 ( 4 ) ( 4 ) Ordinary Shares 94,862.464 ( 5 ) 94,862.464 D
Phantom Stock Units - Retirement Restoration $ 0 ( 3 ) 09/02/2016 A 16,287.616 ( 6 ) ( 6 ) Ordinary Shares 16,287.616 ( 7 ) 16,287.616 D
Employee Stock Option (Right to Buy) $ 40.21 09/02/2016 A 90,000 10/01/2009 10/01/2017 Ordinary Shares 90,000 ( 8 ) 90,000 D
Employee Stock Option (Right to Buy) $ 30.54 09/02/2016 A 135,000 10/01/2012 10/01/2020 Ordinary Shares 135,000 ( 8 ) 135,000 D
Employee Stock Option (Right to Buy) $ 28.54 09/02/2016 A 125,000 10/07/2013 10/07/2021 Ordinary Shares 125,000 ( 8 ) 125,000 D
Employee Stock Option (Right to Buy) $ 27.85 09/02/2016 A 72,900 10/05/2014 10/05/2022 Ordinary Shares 72,900 ( 8 ) 72,900 D
Employee Stock Option (Right to Buy) $ 30.73 09/02/2016 A 65,100 01/23/2015 01/23/2023 Ordinary Shares 65,100 ( 8 ) 65,100 D
Employee Stock Option (Right to Buy) $ 48.37 09/02/2016 A 153,061 11/19/2015 11/19/2023 Ordinary Shares 153,061 ( 8 ) 153,061 D
Employee Stock Option (Right to Buy) $ 50.23 09/02/2016 A 169,924 11/18/2016( 9 ) 11/18/2024 Ordinary Shares 169,924 ( 8 ) 169,924 D
Employee Stock Option (Right to Buy) $ 43.86 09/02/2016 A 217,604 10/07/2017( 9 ) 10/07/2025 Ordinary Shares 217,604 ( 8 ) 217,604 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Molinaroli Alex A
5757 N. GREEN BAY AVENUE
MILWAUKEE, WI53209
Chairman & CEO
Signatures
/s/ Catherine M. Walker, attorney-in-fact for Alex A. Molinaroli 09/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Shares acquired in connection with the closing of the merger between Johnson Controls, Inc. ("Johnson Controls") and Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") (the "merger"), pursuant to which each share of Johnson Controls was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash.
( 3 )Each unit of phantom stock is the economic equivalent of one ordinary share of JCI plc.
( 4 )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.
( 5 )Restricted stock units acquired in connection with the closing of the merger, pursuant to which each restricted stock unit of Johnson Controls (the economic equivalent of one share of Johnson Controls common stock) was converted into a restricted stock unit in JCI plc.
( 6 )Phantom stock units accrue under the Johnson Controls Retirement Restoration Plan and settle 100% in cash upon the reporting person's retirement.
( 7 )Phantom stock units acquired in connection with the closing of the merger, pursuant to which each phantom stock unit of Johnson Controls (the economic equivalent of one share of Johnson Controls common stock) was converted into a phantom stock unit in JCI plc.
( 8 )Options acquired in connection with the closing of the merger, pursuant to which Johnson Controls options were converted into an equivalent number of options with respect to JCI plc at the same exercise price.
( 9 )Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.

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