SEC Form 4 · accession 0001104659-17-039515

Mead Johnson Nutrition Co · MJN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dirk Hondmann

Officer — SVP & Chief Scientific Officer

Period of report

Jun 15, 2017

Accepted (ET)

Jun 15, 2017 · 3:45 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 Stock^F1	Jun 15, 2017	D	3,515	$90.00	D	0	D
Common Stock^F1	Jun 15, 2017	D	17,487	$90.00	D	0	I	Trust Account

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F2,F4	—	Jun 15, 2017	D	2,063	D	—	—	Common Stock	2,063	0	D
Restricted Stock Units^F3,F2,F5	—	Jun 15, 2017	D	1,647	D	—	—	Common Stock	1,647	0	D
Restricted Stock Units^F3,F2,F6	—	Jun 15, 2017	D	2,612	D	—	—	Common Stock	2,612	0	D
Restricted Stock Units^F7,F8,F2	—	Jun 15, 2017	D	4,389	D	—	—	Common Stock	4,389	0	D
Restricted Stock Units^F9,F2	—	Jun 15, 2017	D	6,584	D	—	—	Common Stock	6,584	0	D
Stock Option (Right to Buy)^F10,F11	$58.86	Jun 15, 2017	D	5,265	D	—	Mar 2, 2021	Common Stock	5,265	0	D
Stock Option (Right to Buy)^F10,F12	$78.26	Jun 15, 2017	D	11,512	D	—	Mar 2, 2022	Common Stock	11,512	0	D
Stock Option (Right to Buy)^F10,F13	$74.65	Jun 15, 2017	D	12,873	D	—	Feb 27, 2023	Common Stock	12,873	0	D
Stock Option (Right to Buy)^F10,F14	$81.55	Jun 15, 2017	D	10,532	D	—	Feb 28, 2024	Common Stock	10,532	0	D
Stock Option (Right to Buy)^F10,F15	$73.76	Jun 15, 2017	D	17,666	D	—	Feb 28, 2026	Common Stock	17,666	0	D
Stock Option (Right to Buy)^F10,F16	$73.76	Jun 15, 2017	D	15,000	D	—	Feb 28, 2026	Common Stock	15,000	0	D
Performance Shares^{F18,F17,F19,F20}	—	Jun 15, 2017	A	1,098	A	—	—	Common Stock	1,098	1,915	D
Performance Shares^F19,F17,F20	—	Jun 15, 2017	D	1,915	D	—	—	Common Stock	1,915	0	D
Performance Shares^{F18,F17,F19,F21}	—	Jun 15, 2017	A	3,556	A	—	—	Common Stock	3,556	4,879	D
Performance Shares^F19,F17,F21	—	Jun 15, 2017	D	4,879	D	—	—	Common Stock	4,879	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 ("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.
F10Pursuant 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.
F11One-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.
F12One-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.
F13One-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.
F14One-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.
F15One-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.
F16One-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.
F17Each performance share ("PSU") represents the contingent right to receive one share of common stock.
F18Represents 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.
F19Pursuant 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.
F2Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
F20These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.
F21These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2019.
F3Pursuant 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.
F4This RSU was originally scheduled to vest on February 28, 2018.
F5This RSU was originally scheduled to vest on February 26, 2019.
F6This RSU was originally scheduled to vest on February 29, 2020.
F7One-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. 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.
F8In 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.
F9This 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.