SEC Form 4 · accession 0001127602-16-062033
JOHNSON CONTROLS INC · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alex A Molinaroli
Officer — Chairman & CEO
Period of report
Sep 2, 2016
Accepted (ET)
Sep 7, 2016 · 11:04 am 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 | 26,824 | — | D | 0 | I | by 401(k) Trustee |
| Common Stock | Sep 2, 2016 | M | 94,388 | $0.00 | A | 410,235 | D | |
| Common Stock | Sep 2, 2016 | M | 36,932 | $0.00 | A | 447,168 | D | |
| Common Stock | Sep 2, 2016 | M | 45,305 | $0.00 | A | 492,472 | D | |
| Common Stock | Sep 2, 2016 | M | 13,295 | $0.00 | A | 505,768 | D | |
| Common Stock | Sep 2, 2016 | D | 94,388 | $48.90 | D | 411,380 | D | |
| Common Stock | Sep 2, 2016 | D | 36,932 | $48.90 | D | 374,448 | D | |
| Common Stock | Sep 2, 2016 | D | 45,305 | $48.90 | D | 329,143 | D | |
| Common Stock | Sep 2, 2016 | D | 13,295 | $48.90 | D | 315,848 | D | |
| Common StockF2,F3,F1 | Sep 2, 2016 | D | 315,848 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock Units - Annual Incentive PlanF4,F5,F6 | $0.00 | Sep 2, 2016 | M | 94,388 | D | — | — | Common Stock | 94,388 | 0 | D |
| Phantom Stock Units - Long Term Incentive PlanF4,F7,F8 | $0.00 | Sep 2, 2016 | M | 36,932 | D | — | — | Common Stock | 36,932 | 0 | D |
| Phantom Stock Units - Retirement Restoration PlanF4,F9,F10 | $0.00 | Sep 2, 2016 | D | 16,288 | D | — | — | Common Stock | 16,288 | 0 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F11 | $0.00 | Sep 2, 2016 | M | 45,305 | D | — | — | Common Stock | 45,305 | 107,978 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F11 | $0.00 | Sep 2, 2016 | M | 13,295 | D | — | — | Common Stock | 13,295 | 94,682 | D |
| Phantom Stock Units - Restricted Stock PlanF4,F11,F12 | $0.00 | Sep 2, 2016 | D | 94,682 | D | — | — | Common Stock | 94,682 | 0 | D |
| Employee Stock Option (Right to Buy)F14,F13 | $43.86 | Sep 2, 2016 | D | 217,604 | D | Oct 7, 2017 | Oct 7, 2025 | Common Stock | 217,604 | 0 | D |
| Employee Stock Option (Right to Buy)F14,F13 | $50.23 | Sep 2, 2016 | D | 169,924 | D | Nov 18, 2016 | Nov 18, 2024 | Common Stock | 169,924 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $40.21 | Sep 2, 2016 | D | 90,000 | D | Oct 1, 2009 | Oct 1, 2017 | Common Stock | 90,000 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $30.54 | Sep 2, 2016 | D | 135,000 | D | Oct 1, 2012 | Oct 1, 2020 | Common Stock | 135,000 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $28.54 | Sep 2, 2016 | D | 125,000 | D | Oct 7, 2013 | Oct 7, 2021 | Common Stock | 125,000 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $27.85 | Sep 2, 2016 | D | 72,900 | D | Oct 5, 2014 | Oct 5, 2022 | Common Stock | 72,900 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $30.73 | Sep 2, 2016 | D | 65,100 | D | Jan 23, 2015 | Jan 23, 2023 | Common Stock | 65,100 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $48.37 | Sep 2, 2016 | D | 153,061 | D | Nov 19, 2015 | Nov 19, 2023 | Common Stock | 153,061 | 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").
- F10Includes 1,308.111 units acquired via dividend reinvestment on 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 $38.58 to $50.92 per unit.
- F11The 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.
- F12Includes 4,249.779 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.
- F13Fifty percent of the options vest after two years and the remaining 50% vests after three years.
- F14The 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.
- F2Includes 6,448.572 shares acquired via dividend reinvestment on April 4, July 5 and August 19, 2016 at prices ranging from $38.76 to $45.03 per share.
- F3The balance includes unvested restricted stock units and dividend equivalents that were converted into an equivalent number of restricted stock units in JCI plc in connection with the closing of the merger.
- F4Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
- F5The phantom stock units accrued under the Johnson Controls Annual Incentive Plan and settled 100% in cash.
- F6Includes 2,486.981 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.
- F7The phantom stock units accrued under the Johnson Controls Long-Term Incentive Plan and were settled 100% in cash.
- F8Includes 1,243.161 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.
- F9The phantom stock units accrue under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's retirement or termination of employment with the company.