FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jakobsen Peter Kasper
2. Issuer Name and Ticker or Trading Symbol

Mead Johnson Nutrition Co [ MJN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

225 NORTH CANAL STREET, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2017
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/15/2017     D    67524   D $90   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 Stock Units     (2) 6/15/2017     D         14427      (3)   (3) (4) Common Stock   14427   $90   (3) 0   D    
Restricted Stock Units     (2) 6/15/2017     D         13530      (3)   (3) (5) Common Stock   13530   $90   (3) 0   D    
Restricted Stock Units     (2) 6/15/2017     D         18568      (3)   (3) (6) Common Stock   18568   $90   (3) 0   D    
Restricted Stock Units     (2) 6/15/2017     D         31201      (7) (8)   (7) (8) Common Stock   31201     (7) (8) 0   D    
Restricted Stock Units     (2) 6/15/2017     D         46801      (9)   (9) Common Stock   46801     (9) 0   D    
Stock Option (Right to Buy)   $26.58   6/15/2017     D         27341      (10) (11) 3/11/2019   Common Stock   27341   $63.42   (11) 0   D    
Stock Option (Right to Buy)   $46.3   6/15/2017     D         17409      (11) (12) 2/24/2020   Common Stock   17409   $43.7   (11) 0   D    
Stock Option (Right to Buy)   $58.86   6/15/2017     D         23469      (11) (13) 3/2/2021   Common Stock   23469   $31.14   (11) 0   D    
Stock Option (Right to Buy)   $78.26   6/15/2017     D         24558      (11) (14) 3/2/2022   Common Stock   24558   $11.74   (11) 0   D    
Stock Option (Right to Buy)   $74.65   6/15/2017     D         64364      (11) (15) 2/27/2023   Common Stock   64364   $15.35   (11) 0   D    
Stock Option (Right to Buy)   $81.55   6/15/2017     D         73649      (11) (16) 2/28/2024   Common Stock   73649   $8.45   (11) 0   D    
Stock Option (Right to Buy)   $73.76   6/15/2017     D         125581      (11) (17) 2/28/2026   Common Stock   125581   $16.24   (11) 0   D    
Stock Option (Right to Buy)   $73.76   6/15/2017     D         118500      (11) (18) 2/28/2026   Common Stock   118500   $16.24   (11) 0   D    
Performance Shares     (19) 6/15/2017     A      9020   (20)        (21) (22)   (21) (22) Common Stock   9020   $0   15731   D    
Performance Shares     (19) 6/15/2017     D         15731      (21) (22)   (21) (22) Common Stock   15731   $90   (22) 0   D    
Performance Shares     (19) 6/15/2017     A      25277   (20)        (22) (23)   (22) (23) Common Stock   25277   $0   34680   D    
Performance Shares     (19) 6/15/2017     D         34680      (22) (23)   (22) (23) Common Stock   34680   $90   (22) 0   D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc ("RB"), and Marigold Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of MJN common stock held by the reporting person was converted into the right to receive a cash payment equal to $90.00 per share.
(2)  Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
(3)  Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person vested and were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) $90.00 per share.
(4)  This RSU was originally scheduled to vest on February 28, 2018.
(5)  This RSU was originally scheduled to vest on February 26, 2019.
(6)  This RSU was originally scheduled to vest on February 29, 2020.
(7)  One-third of this RSU was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2017 grant date. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger.
(8)  The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
(9)  This RSU was originally scheduled to vest on February 28, 2020. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
(10)  One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the March 11, 2009 grant date.
(11)  Pursuant to the Merger Agreement, at the effective time of the merger, the stock options held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the difference, if any, between the merger consideration ($90.00) and the exercise price of the stock option.
(12)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 24, 2010 grant date.
(13)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2011 grant date.
(14)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2012 grant date.
(15)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 27, 2013 grant date.
(16)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2014 grant date.
(17)  One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 29, 2016 grant date.
(18)  One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 29, 2016 grant date.
(19)  Each performance share ("PSU") represents the contingent right to receive one share of common stock.
(20)  Represents the target number of PSUs for any one year performance period not yet completed as of the effective time of the Merger to which the reporting person became entitled on an accelerated basis pursuant to the Merger Agreement at the effective time of the Merger.
(21)  These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.
(22)  Pursuant to the Merger Agreement, at the effective time of the merger, the PSUs held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the PSU Amount and (ii) $90.00 per share. The PSU Amount represents the total number of shares of Mead Johnson common stock that would have been delivered to the reporting person based on (1) actual performance goal achievement for any completed one year performance periods and (2) target performance goal achievement for any one year performance period not yet completed.
(23)  These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jakobsen Peter Kasper
225 NORTH CANAL STREET
25TH FLOOR
CHICAGO, IL 60606
X
President and CEO

Signatures
/s/ Erin R. McQuade, attorney in fact 6/15/2017
** Signature of Reporting Person 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Morgan Stanley DW Str Sat Att (NYSE:MJN)
過去 株価チャート
から 11 2024 まで 12 2024 Morgan Stanley DW Str Sat Attのチャートをもっと見るにはこちらをクリック
Morgan Stanley DW Str Sat Att (NYSE:MJN)
過去 株価チャート
から 12 2023 まで 12 2024 Morgan Stanley DW Str Sat Attのチャートをもっと見るにはこちらをクリック