SEC Form 4 · accession 0001127602-16-062035
JOHNSON CONTROLS INC · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Simon Davis
Officer — VP, Chief Human Resources Ofcr
Period of report
Sep 2, 2016
Accepted (ET)
Sep 7, 2016 · 11:12 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 | Nov 30, 2015 | G | 545 | $0.00 | D | 32,502 | D | |
| Common Stock | Sep 2, 2016 | F | 495 | $45.45 | D | 32,694 | D | |
| Common StockF2 | Sep 2, 2016 | D | 32,694 | — | D | 0 | D | |
| Common Stock | Sep 2, 2016 | M | 137 | $0.00 | A | 137 | D | |
| Common Stock | Sep 2, 2016 | D | 137 | $45.45 | D | 0 | D | |
| Common StockF2 | Sep 2, 2016 | D | 500 | — | 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)F3 | $24.87 | Sep 2, 2016 | D | 11,300 | D | Oct 1, 2011 | Oct 1, 2019 | Common Stock | 11,300 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $30.54 | Sep 2, 2016 | D | 9,500 | D | Oct 1, 2012 | Oct 1, 2020 | Common Stock | 9,500 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $28.54 | Sep 2, 2016 | D | 12,500 | D | Oct 7, 2013 | Oct 7, 2021 | Common Stock | 12,500 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $27.85 | Sep 2, 2016 | D | 16,100 | D | Oct 5, 2014 | Oct 5, 2022 | Common Stock | 16,100 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $48.37 | Sep 2, 2016 | D | 10,204 | D | Nov 19, 2015 | Nov 19, 2023 | Common Stock | 10,204 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $50.23 | Sep 2, 2016 | D | 18,661 | D | Nov 18, 2016 | Nov 18, 2024 | Common Stock | 18,661 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $43.86 | Sep 2, 2016 | D | 24,942 | D | Oct 7, 2017 | Oct 7, 2025 | Common Stock | 24,942 | 0 | D |
| Phantom Stock Units - Restricted Stock PlanF7,F5,F6 | — | Sep 2, 2016 | M | 137 | D | — | — | Common Stock | 137 | 15,384 | D |
| Phantom Stock Units - Restricted Stock PlanF5,F6 | — | Sep 2, 2016 | D | 15,384 | D | — | — | Common Stock | 15,384 | 0 | D |
Explanation of responses
- F1Includes 646.842 shares 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 share.
- F2Each 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").
- F3The 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.
- F4Fifty percent of the options vest after two years and the remaining 50% vest after three years.
- F5Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock, and the phantom stock units were converted into an equivalent number of restricted stock units in JCI plc in connection with the closing of the merger.
- F6The 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.
- F7Includes 470.5 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.