SEC Form 4 · accession 0001104659-17-039505
Mead Johnson Nutrition Co · MJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Altschuler
Director
Period of report
Jun 15, 2017
Accepted (ET)
Jun 15, 2017 · 3:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001452575
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2017 | D | 16,792 | $90.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | — | Jun 15, 2017 | D | 1,709 | D | — | — | Common Stock | 1,709 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc, 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.
- F2Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
- F3This RSU was originally scheduled to vest on February 28, 2018. 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.