SEC Form 4 · accession 0001209191-17-016302

Mead Johnson Nutrition Co · MJN

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

Reporting owner

Charles M Urbain

Officer — EVP & Chief Operating Officer

Period of report

Feb 28, 2017

Accepted (ET)

Mar 2, 2017 · 11:24 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	3,973	$0.00	A	57,733	D
Common Stock^F1	Feb 28, 2017	F	1,291	$87.79	D	56,442	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	9,662	A	—	Feb 28, 2020	Common Stock	9,662	9,662	D
Restricted Stock Unit (RSU)^F4,F2	—	Feb 28, 2017	A	14,493	A	Feb 28, 2020	Feb 28, 2020	Common Stock	14,493	14,493	D
Performance Shares^F4,F5	—	Feb 28, 2017	A	1,575	A	Feb 28, 2017	Feb 28, 2017	Common Stock	1,575	3,973	D
Performance Shares^F4,F6	—	Feb 28, 2017	M	3,973	D	Feb 28, 2017	Feb 28, 2017	Common Stock	3,973	0	D
Performance Shares^F4,F7,F8	—	Feb 28, 2017	A	1,231	A	—	—	Common Stock	1,231	1,231	D
Performance Shares^F4,F9,F10	—	Feb 28, 2017	A	2,912	A	—	—	Common Stock	2,912	2,912	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.