SEC Form 4 · accession 0001127602-16-061973
JOHNSON CONTROLS INC · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Stief
Officer — EVP & Chief Financial Officer
Period of report
Sep 2, 2016
Accepted (ET)
Sep 6, 2016 · 7:26 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 StockF1 | Sep 2, 2016 | D | 15,740 | — | D | 0 | D | |
| Common Stock | Sep 2, 2016 | M | 3,939 | $0.00 | A | 3,939 | D | |
| Common Stock | Sep 2, 2016 | D | 3,939 | $48.90 | D | 0 | D | |
| Common Stock | Sep 2, 2016 | M | 102,094 | $0.00 | A | 102,094 | D | |
| Common Stock | Sep 2, 2016 | D | 102,094 | $48.90 | D | 0 | D |
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 | $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 | 34,500 | D | Oct 7, 2013 | Oct 7, 2021 | Common Stock | 34,500 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $27.85 | Sep 2, 2016 | D | 21,500 | D | Oct 5, 2014 | Oct 5, 2022 | Common Stock | 21,500 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $48.37 | Sep 2, 2016 | D | 14,353 | D | Nov 19, 2015 | Nov 19, 2023 | Common Stock | 14,353 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3 | $50.23 | Sep 2, 2016 | D | 32,175 | D | Nov 18, 2016 | Nov 18, 2024 | Common Stock | 32,175 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3 | $43.86 | Sep 2, 2016 | D | 45,627 | D | Oct 7, 2017 | Oct 7, 2025 | Common Stock | 45,627 | 0 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F5 | $0.00 | Sep 2, 2016 | M | 3,939 | D | — | — | Common Stock | 3,939 | 173,509 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F5 | $0.00 | Sep 2, 2016 | M | 102,094 | D | — | — | Common Stock | 102,094 | 71,416 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F5,F6 | $0.00 | Sep 2, 2016 | D | 71,416 | D | — | — | Common Stock | 71,416 | 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").
- 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 vest after two years and the remaining 50% vests after three years.
- F4Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
- F5The 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.
- F6Includes 4,919.78 units acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per unit.