Mead Johnson Nutrition Form 4 Mead Johnson Nutrition / Graciela Monteagudo 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

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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^*

Monteagudo Graciela

(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&PresAmericas&Glob.Market'g

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2016

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	08/04/2016		M		8,454	A	$78.15	13,800	D
Common Stock	08/04/2016		M		11,528	A	$78.15	25,328	D
Common Stock	08/04/2016		M		7,854	A	$81.55	33,182	D
Common Stock	08/04/2016		S		30,836	D	$87.5588(1)	2,346	D
Common Stock	08/05/2016		M		12,691	A	$74.65	15,037	D
Common Stock	08/05/2016		S		15,037	D	$87.8133(2)	0	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)	$78.15	08/04/2016		M			8,454	(3)	06/01/2022	Common Stock	8,454	$0.00(4)	0	D
Stock Option (Right to Buy)	$78.15	08/04/2016		M			11,528	(5)	06/01/2022	Common Stock	11,528	$0.00(4)	0	D
Stock Option (Right to Buy)	$81.55	08/04/2016		M			7,854	(6)	02/28/2024	Common Stock	7,854	$0.00(4)	3,930	D
Stock Option (Right to Buy)	$74.65	08/05/2016		M			12,691	(7)	02/27/2023	Common Stock	12,691	$0.00(4)	0	D

Explanation of Responses:

1. The price reported is a weighted average sale price. The shares were sold in multiple same-way transactions on August 4, 2016 at prices ranging from $87.33 to $88.02 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 August 5, 2016 at prices ranging from $87.73 to $87.95 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 stock option was fully vested and exercisable. The stock option vested in three equal annual installments beginning on June 1, 2013, which was the first anniversary of the date on which the stock 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 stock option was fully vested and exercisable. The stock option vested in four equal annual installments beginning on June 1, 2013, which was the first anniversary of the date on which the stock option was granted.

6. This portion of the stock option is vested and exercisable. The stock option vests in three equal annual installments beginning on February 28, 2015, which was the first anniversary of the date on which the stock option was granted.

7. This stock option was fully vested and exercisable. The stock option vested in three equal annual installments beginning on February 27, 2014, which was the first anniversary of the date on which the stock option was granted.

Remarks:

	/s/ Erin R. McQuade, attorney in fact	08/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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