SEC Form 4 · accession 0001209191-15-020548
Mead Johnson Nutrition Co · MJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter G Leemputte
Officer — EVP and CFO
Period of report
Feb 27, 2015
Accepted (ET)
Mar 2, 2015 · 9:09 pm EST
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 | Feb 27, 2015 | M | 10,533 | $0.00 | A | 58,543 | D | |
| Common StockF1 | Feb 27, 2015 | F | 4,814 | $104.76 | D | 53,729 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3,F2 | — | Feb 27, 2015 | A | 3,862 | A | Feb 27, 2015 | Feb 27, 2015 | Common Stock | 3,862 | 10,533 | D |
| Performance SharesF3,F4 | — | Feb 27, 2015 | M | 10,533 | D | Feb 27, 2015 | Feb 27, 2015 | Common Stock | 10,533 | 0 | D |
| Performance SharesF3,F5,F6 | — | Feb 27, 2015 | A | 3,810 | A | — | — | Common Stock | 3,810 | 7,821 | D |
| Performance SharesF3,F7,F8 | — | Feb 27, 2015 | A | 3,269 | A | — | — | Common Stock | 3,269 | 3,269 | D |
Explanation of responses
- F1Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares.
- F2Represents the current tranche of performance shares earned under the 2012 - 2014 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
- F3The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.
- F4Each performance share represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested performance shares in shares of common stock.
- F5Represents the current tranche of performance shares earned under the 2013 - 2015 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
- F6Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2016.
- F7Represents the current tranche of performance shares earned under the 2014 - 2016 performance share award as of February 27, 2015, at which date the Compensation and Management Development Committee certified the extent to which the 2014 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
- F8Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2017.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney