SEC Form 4 · accession 0001209191-15-020553
Mead Johnson Nutrition Co · MJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles M Urbain
Officer — SVP,Stakeholder Relations/CDO
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 9:13 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 | 7,022 | $0.00 | A | 50,963 | D | |
| Common StockF1 | Feb 27, 2015 | F | 2,496 | $104.76 | D | 48,467 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F2 | $104.35 | Feb 26, 2015 | A | 12,663 | A | — | Feb 26, 2025 | Common Stock | 12,663 | 12,663 | D |
| Restricted Stock Unit (RSU)F3,F4 | — | Feb 26, 2015 | A | 2,481 | A | Feb 26, 2019 | Feb 26, 2019 | Common Stock | 2,481 | 2,481 | D |
| Performance SharesF3,F5 | — | Feb 27, 2015 | A | 2,575 | A | Feb 27, 2015 | Feb 27, 2015 | Common Stock | 2,575 | 7,022 | D |
| Performance SharesF3,F6 | — | Feb 27, 2015 | M | 7,022 | D | Feb 27, 2015 | Feb 27, 2015 | Common Stock | 7,022 | 0 | D |
| Performance SharesF3,F7,F8 | — | Feb 27, 2015 | A | 2,619 | A | — | — | Common Stock | 2,619 | 5,376 | D |
| Performance SharesF3,F9,F10 | — | Feb 27, 2015 | A | 2,398 | A | — | — | Common Stock | 2,398 | 2,398 | D |
Explanation of responses
- F1Represents shares of common stock withheld for payment of taxes upon the vesting of performance shares.
- F10Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2017.
- F2One-third of the stock option will vest on each of the first, second and third anniversaries of the grant date.
- 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 restricted stock unit represents the contingent right to receive one share of common stock.
- F5Represents 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.
- F6Each 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.
- F7Represents 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.
- F8Each performance share will convert into one share of common tock upon vesting and settlement in the first quarter of 2016.
- F9Represents 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.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney