SEC Form 4 · accession 0001127602-16-062042
JOHNSON CONTROLS INC · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A Walicki
Officer — VP & Pres., Power Solutions
Period of report
Sep 2, 2016
Accepted (ET)
Sep 7, 2016 · 11:59 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 | 4,420 | — | D | 0 | I | by 401k Plan Trustee |
| Common StockF2 | Sep 2, 2016 | F | 495 | $45.45 | D | 92,333 | D | |
| Common StockF1 | Sep 2, 2016 | D | 92,333 | — | 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 |
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 | $40.21 | Sep 2, 2016 | D | 9,600 | D | Oct 1, 2009 | Oct 1, 2017 | Common Stock | 9,600 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $28.79 | Sep 2, 2016 | D | 12,000 | D | Oct 1, 2010 | Oct 1, 2018 | Common Stock | 12,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $24.87 | Sep 2, 2016 | D | 15,000 | D | Oct 1, 2011 | Oct 1, 2019 | Common Stock | 15,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $30.54 | Sep 2, 2016 | D | 13,200 | D | Oct 1, 2012 | Oct 1, 2020 | Common Stock | 13,200 | 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 | 11,428 | D | Nov 19, 2015 | Nov 19, 2023 | Common Stock | 11,428 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $50.23 | Sep 2, 2016 | D | 14,478 | D | Nov 18, 2016 | Nov 18, 2024 | Common Stock | 14,478 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $46.31 | Sep 2, 2016 | D | 8,722 | D | Jan 5, 2017 | Jan 5, 2025 | Common Stock | 8,722 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $43.86 | Sep 2, 2016 | D | 50,038 | D | Oct 7, 2017 | Oct 7, 2025 | Common Stock | 50,038 | 0 | D |
| Phantom Stock Units - Restricted Stock PlanF5,F6,F7 | — | Sep 2, 2016 | M | 137 | D | — | — | Common Stock | 137 | 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").
- F2Includes 2,059.74 shares 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 share.
- 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 stock options vest after two years, and the remaining stock options 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 43.99 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.