Mead Johnson Nutrition Form 4 Mead Johnson Nutrition / Christoper Richard Stratton ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stratton Christoper Richard

(Last) (First) (Middle)

2701 PATRIOT BLVD

(Street)

GLENVIEW IL 60026

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mead Johnson Nutrition Co [ MJN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and President, Asia

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/02/2016		S		8,469	D	$86.7173(1)	5,695.549	D
Common Stock	05/02/2016		M		4,643	A	$58.86	10,338.549	D
Common Stock	05/02/2016		M		5,909	A	$78.26	16,247.549	D
Common Stock	05/02/2016		M		6,855	A	$74.65	23,102.549	D
Common Stock	05/02/2016		M		7,854	A	$81.55	30,956.549	D
Common Stock	05/02/2016		S		25,261	D	$86.6415(2)	5,695.549	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$58.86	05/02/2016		M			4,643	(3)	03/02/2021	Common Stock	4,643	$0.00(4)	0	D
Stock Option (Right to Buy)	$78.26	05/02/2016		M			5,909	(5)	03/02/2022	Common Stock	5,909	$0.00(4)	0	D
Stock Option (Right to Buy)	$74.65	05/02/2016		M			6,855	(6)	02/27/2023	Common Stock	6,855	$0.00(4)	0	D
Stock Option (Right to Buy)	$81.55	05/02/2016		M			7,854	(7)	02/28/2024	Common Stock	7,854	$0.00(4)	3,930	D

Explanation of Responses:

1. The price reported is a weighted average sale price. The shares were sold in multiple same-way transactions on May 2, 2016 at prices ranging from $86.53 to $87.045 per share of common stock. If requested by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares of common stock sold at each separate price.

2. The price reported is a weighted average sale price. The shares were sold in multiple same-way transactions on May 2, 2016 at prices ranging from $86.42 to $87.03 per share of common stock. If requested by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares of common stock sold at each separate price.

3. This option became exercisable in three equal annual installments beginning on March 2, 2012, the first anniversary of the date on which the option was granted.

4. The stock options were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the stock options.

5. This option became exercisable in three equal annual installments beginning on March 2, 2013, the first anniversary of the date on which the option was granted.

6. This option became exercisable in three equal annual installments beginning on February 27, 2014, the first anniversary of the date on which the option was granted.

7. This option is exercisable in three equal annual installments beginning on February 28, 2015, the first anniversary of the date on which the option was granted.

Remarks:

	/s/ Erin R. McQuade, attorney in fact	05/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.