SEC Form 4 · accession 0001127602-16-062154
Johnson Controls International plc · JCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Trent M Nevill
Officer — VP & President, Asia Pacific
Period of report
Sep 2, 2016
Accepted (ET)
Sep 7, 2016 · 7:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000833444
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Sep 2, 2016 | A | 10,656 | — | A | 10,656 | D | |
| Ordinary SharesF3,F2 | Sep 2, 2016 | A | 6,654 | — | A | 6,654 | I | By 401k Plan Trustee |
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 - Restricted Stock PlanF6,F4,F5 | $0.00 | Sep 2, 2016 | A | 13,922 | A | — | — | Ordinary Shares | 13,922 | 13,922 | D |
| Employee Stock Option (Right to Buy)F7 | $27.85 | Sep 2, 2016 | A | 6,450 | A | Oct 5, 2014 | Oct 5, 2022 | Ordinary Shares | 6,450 | 6,450 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $50.23 | Sep 2, 2016 | A | 9,652 | A | Nov 18, 2016 | Nov 18, 2024 | Ordinary Shares | 9,652 | 9,652 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $43.86 | Sep 2, 2016 | A | 11,406 | A | Oct 7, 2017 | Oct 7, 2025 | Ordinary Shares | 11,406 | 11,406 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $37.66 | Sep 2, 2016 | A | 4,427 | A | Oct 7, 2017 | Mar 15, 2026 | Ordinary Shares | 4,427 | 4,427 | D |
Explanation of responses
- F1The 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.
- F2Shares acquired in connection with the closing of the merger between Johnson Controls, Inc. ("Johnson Controls") and Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") (the "merger"), pursuant to which each share of Johnson Controls was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash.
- F3The number of underlying securities is based on the stock fund balance. The actual number of shares issuable upon the distribution date is not determinable since the fund is a unitized account consisting of 96% company shares and 4% money market fund. The balance reflected in this report is based on an August 26, 2016 price of $43.89 per share, which is the most recent information available for the plan.
- F4Each unit of phantom stock is the economic equivalent of one ordinary share of JCI plc.
- F5Phantom 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.
- F6Restricted stock units acquired in connection with the closing of the merger, pursuant to which each restricted stock unit of Johnson Controls (the economic equivalent of one share of Johnson Controls common stock) was converted into a restricted stock unit in JCI plc.
- F7Options acquired in connection with the closing of the merger, pursuant to which Johnson Controls options were converted into an equivalent number of options with respect to JCI plc at the same exercise price.
- F8Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.