SEC Form 4 · accession 0001127602-16-061971
JOHNSON CONTROLS INC · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank A Voltolina
Officer — Vice President and Treasurer
Period of report
Sep 2, 2016
Accepted (ET)
Sep 6, 2016 · 7:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000053669
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 2, 2016 | M | 6,023 | $0.00 | A | 53,123 | D | |
| Common Stock | Sep 2, 2016 | D | 6,023 | $48.90 | D | 47,100 | D | |
| Common Stock | Sep 2, 2016 | M | 13,644 | $0.00 | A | 60,744 | D | |
| Common Stock | Sep 2, 2016 | D | 13,644 | $48.90 | D | 47,100 | D | |
| Common Stock | Sep 2, 2016 | M | 3,392 | $0.00 | A | 50,492 | D | |
| Common Stock | Sep 2, 2016 | D | 3,392 | $48.90 | D | 47,100 | D | |
| Common Stock | Sep 2, 2016 | M | 35,155 | $0.00 | A | 82,254 | D | |
| Common Stock | Sep 2, 2016 | D | 35,155 | $48.90 | D | 47,100 | D | |
| Common StockF1 | Sep 2, 2016 | D | 47,100 | — | D | 0 | D | |
| Common StockF1 | Sep 2, 2016 | D | 7,397 | — | D | 0 | I | By 401(k) Plan Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $40.21 | Sep 2, 2016 | D | 36,000 | D | Oct 1, 2009 | Oct 1, 2017 | Common Stock | 36,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $28.79 | Sep 2, 2016 | D | 48,000 | D | Oct 1, 2010 | Oct 1, 2018 | Common Stock | 48,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $24.87 | Sep 2, 2016 | D | 48,000 | D | Oct 1, 2011 | Oct 1, 2019 | Common Stock | 48,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $30.54 | Sep 2, 2016 | D | 35,000 | D | Oct 1, 2012 | Oct 1, 2020 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $28.54 | Sep 2, 2016 | D | 32,500 | D | Oct 7, 2013 | Oct 7, 2021 | Common Stock | 32,500 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $27.85 | Sep 2, 2016 | D | 18,600 | D | Oct 5, 2014 | Oct 5, 2022 | Common Stock | 18,600 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $48.37 | Sep 2, 2016 | D | 12,176 | D | Nov 19, 2015 | Nov 19, 2023 | Common Stock | 12,176 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3 | $50.23 | Sep 2, 2016 | D | 11,840 | D | Nov 18, 2016 | Nov 18, 2024 | Common Stock | 11,840 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F4 | $43.86 | Sep 2, 2016 | D | 14,296 | D | Oct 7, 2017 | Oct 7, 2025 | Common Stock | 14,296 | 0 | D |
| Phantom Stock Units - Long Term Incentive PlanF5,F6,F7 | — | Sep 2, 2016 | M | 6,023 | D | — | — | Common Stock | 6,023 | 0 | D |
| Phantom Stock Units - Retirement Restoration PlanF5,F8,F9 | — | Sep 2, 2016 | M | 13,644 | D | — | — | Common Stock | 13,644 | 0 | D |
| Phantom Stock Units - Restricted Stock PlanF5,F10 | $0.00 | Sep 2, 2016 | M | 3,392 | D | — | — | Common Stock | 3,392 | 60,602 | D |
| Phantom Stock Units - Restricted Stock PlanF5,F10 | $0.00 | Sep 2, 2016 | M | 35,155 | D | — | — | Common Stock | 35,155 | 25,447 | D |
| Phantom Stock Units - Restricted Stock PlanF5,F10,F11 | $0.00 | Sep 2, 2016 | D | 25,447 | D | — | — | Common Stock | 25,447 | 0 | D |
Explanation of responses
- F1Each share of Johnson Controls, Inc. ("Johnson Controls") was converted into 0.8357 ordinary shares of Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") and $5.7293 in cash in connection with the closing of the merger between Johnson Controls and JCI plc (the "merger").
- F10The phantom stock units accrue under the Johnson Controls Restricted Stock Plan and settle 100% in cash upon the reporting person's termination or retirement, subject to vesting requirements.
- F11Includes 1,840.75 units acquired via dividend reinvestment on October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per unit.
- F2The options were converted into an equivalent number of options with respect to JCI plc at the same exercise price in connection with the closing of the merger.
- F3Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.
- F4Fifty percent of the options vest after two years and the remaining 50% vests after three years.
- F5Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
- F6The phantom stock units accrued under the Johnson Controls Long-Term Incentive Plan and were settled 100% in cash.
- F7Includes 518.474 units acquired via dividend reinvestment on December 28, 2012, April 2, July 2, October 2, 2013, January 6, April 2, July 2, October 2, 2014, January 5, April 2, July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $30.11 to $50.92 per unit.
- F8The phantom stock units accrued under the Johnson Controls Retirement Restoration Plan and settled 100% in cash.
- F9Includes 1,174.505 units acquired via dividend reinvestment on December 28, 2012, April 2, July 2, October 2, 2013, January 6, April 2, July 2, October 2, 2014, January 5, April 2, July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $30.11 to $50.92 per unit.