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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 17.5167 | 03/08/2011 | M | 48,000 | 11/19/2005 | 11/19/2013 | Common Stock | 48,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 20.5633 | 03/08/2011 | M | 30,000 | 11/17/2006 | 11/17/2014 | Common Stock | 60,000 | $ 0 | 30,000 | D | ||||
| Phantom Stock Units/Restricted Stock | (4) | (5) | (5) | Common Stock | 34,839.276 | 34,839.276 (6) (7) | D | ||||||||
| Phantom Stock Units/Retirement Restoration Plan | (8) | (9) | (9) | Common Stock | 8,353.739 | 8,353.739 (10) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22.5617 | 11/16/2007 | 11/16/2015 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008 | 10/02/2016 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009 | 10/01/2017 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(11) | 10/01/2018 | Common Stock | 110,000 | 110,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 24.87 | 10/01/2011(11) | 10/01/2019 | Common Stock | 110,000 | 110,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 30.54 | 10/01/2012(11) | 10/01/2020 | Common Stock | 87,000 | 87,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OKARMA JEROME D 5757 N. GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201-0591 |
VP, Secretary & Gen. Counsel | |||
| Angela M. Blair, Attorney-in-Fact for Jerome D. Okarma | 03/09/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 12,750 shares of restricted stock which vest on 11/1/2011. |
| (2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions in prices ranging from $41.07 to $41.16, 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 (2) of this Form 4. |
| (3) | The number of underlying securities is based on the stock fund balance on March 8, 2011. 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 March 8, 2011, stock fund price of $41.29 per share, and includes a company match of 262.063 shares on February 17, 2011. |
| (4) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
| (5) | The phantom stock balance includes an award of 14,500 restricted stock units granted on November 1, 2010, which vest as follows: 7,250 on November 1, 2012, and 7,250 on November 1, 2014. The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The units are to be settled 100% in cash upon the reporting person's termination from the issuer, subject to vesting provisions. |
| (6) | The phantom stock units representing dividends which relate to restricted stock awards that were not deferred will vest when the non-deferred restricted shares vest, and will be paid in cash to the reporting person. Phantom stock units representing dividends which relate to vested deferred awards are payable in cash following the reporting person's retirement from the issuer and may be transferred into an alternative investment account. Vesting continues when the reporting person retires from the issuer. |
| (7) | Includes 191.122 phantom stock units acquired through the reinvestment of dividends on January 4, 2011 at a price of $39.68 per phantom stock unit. |
| (8) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with the company and may be transferred by the reporting person into an alternative investment account at any time. |
| (9) | The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan. The units are payable in cash following the reporting person's retirement from the issuer, and may be transferred by the reporting person into an alternative investment account. |
| (10) | Includes 33.549 phantom stock units acquired through the reinvestment of dividends on January 4, 2011 at a price of $39.68 per phantom stock unit. |
| (11) | Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |