SEC Form 4 · accession 0001209191-17-016294
Mead Johnson Nutrition Co · MJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Kasper Jakobsen
Officer — President and CEO · Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 11:18 am 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 28, 2017 | M | 18,053 | $0.00 | A | 75,775 | D | |
| Common StockF1 | Feb 28, 2017 | F | 8,251 | $87.79 | D | 67,524 | 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 Unit (RSU)F4,F2,F3 | — | Feb 28, 2017 | A | 31,201 | A | — | Feb 28, 2020 | Common Stock | 31,201 | 31,201 | D |
| Restricted Stock Unit (RSU)F4,F2 | — | Feb 28, 2017 | A | 46,801 | A | Feb 28, 2020 | Feb 28, 2020 | Common Stock | 46,801 | 46,801 | D |
| Performance SharesF4,F5 | — | Feb 28, 2017 | A | 7,156 | A | Feb 28, 2017 | Feb 28, 2017 | Common Stock | 7,156 | 18,053 | D |
| Performance SharesF4,F6 | — | Feb 28, 2017 | M | 18,053 | D | Feb 28, 2017 | Feb 28, 2017 | Common Stock | 18,053 | 0 | D |
| Performance SharesF4,F7,F8 | — | Feb 28, 2017 | A | 6,711 | A | — | — | Common Stock | 6,711 | 6,711 | D |
| Performance SharesF4,F9,F10 | — | Feb 28, 2017 | A | 9,403 | A | — | — | Common Stock | 9,403 | 9,403 | 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 stock upon vesting and settlement in the first quarter of 2019.
- F2Each restricted stock unit represents the contingent right to receive one share of common stock.
- F3One-third of the restricted stock unit award will vest on each of the first, second and third anniversaries of the grant date.
- F4The 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.
- F5Represents the current tranche of performance shares earned under the 2014 - 2016 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 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 2015 - 2017 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 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 stock upon vesting and settlement in the first quarter of 2018.
- F9Represents the current tranche of performance shares earned under the 2016 - 2018 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.