Patrick M Sheller Form 4 Mead Johnson Nutrition / Patrick M Sheller 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^*

Sheller Patrick M

(Last)

(First)

(Middle)

225 NORTH CANAL STREET

25TH FLOOR

(Street)

CHICAGO

60606

(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, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2017		D		938	D	$90⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/15/2017		D			1,477	⁽³⁾	⁽³⁾⁽⁴⁾	Common Stock	1,477	$90⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	06/15/2017		D			1,904	⁽³⁾	⁽³⁾⁽⁵⁾	Common Stock	1,904	$90⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	06/15/2017		D			2,612	⁽³⁾	⁽³⁾⁽⁶⁾	Common Stock	2,612	$90⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	06/15/2017		D			5,981	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	5,981	⁽⁷⁾⁽⁸⁾	0	D
Restricted Stock Units	⁽²⁾	06/15/2017		D			8,971	⁽⁹⁾	⁽⁹⁾	Common Stock	8,971	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$73.76	06/15/2017		D			17,666	⁽¹⁰⁾⁽¹¹⁾	02/28/2026	Common Stock	17,666	$16.24⁽¹⁰⁾	0	D
Stock Option (Right to Buy)	$73.76	06/15/2017		D			29,500	⁽¹⁰⁾⁽¹²⁾	02/28/2026	Common Stock	29,500	$16.24⁽¹⁰⁾	0	D
Performance Shares	⁽¹³⁾	06/15/2017		A		1,269⁽¹⁴⁾		⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	Common Stock	1,269	$0	2,214	D
Performance Shares	⁽¹³⁾	06/15/2017		D			2,214	⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	Common Stock	2,214	$90⁽¹⁵⁾	0	D
Performance Shares	⁽¹³⁾	06/15/2017		A		3,556⁽¹⁴⁾		⁽¹⁵⁾⁽¹⁷⁾	⁽¹⁵⁾⁽¹⁷⁾	Common Stock	3,556	$0	4,879	D
Performance Shares	⁽¹³⁾	06/15/2017		D			4,879	⁽¹⁵⁾⁽¹⁷⁾	⁽¹⁵⁾⁽¹⁷⁾	Common Stock	4,879	$90⁽¹⁵⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc ("RB"), and Marigold Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of MJN common stock held by the reporting person was converted into the right to receive a cash payment equal to $90.00 per share.

2. Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.

3. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person vested and were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) $90.00 per share.

4. One-fourth of this RSU was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 2, 2015 grant date.

5. This RSU was originally scheduled to vest on February 26, 2019.

6. This RSU was originally scheduled to vest on February 29, 2020.

7. One-third of this RSU was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2017 grant date. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger.

8. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.

9. This RSU was originally scheduled to vest on February 28, 2020. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.

10. Pursuant to the Merger Agreement, at the effective time of the merger, the stock options held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the difference, if any, between the merger consideration ($90.00) and the exercise price of the stock option.

11. One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 29, 2016 grant date.

12. One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 29, 2016 grant date.

13. Each performance share ("PSU") represents the contingent right to receive one share of common stock.

14. Represents the target number of PSUs for any one year performance period not yet completed as of the effective time of the Merger to which the reporting person became entitled on an accelerated basis pursuant to the Merger Agreement at the effective time of the Merger.

15. Pursuant to the Merger Agreement, at the effective time of the merger, the PSUs held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the PSU Amount and (ii) $90.00 per share. The PSU Amount represents the total number of shares of Mead Johnson common stock that would have been delivered to the reporting person based on (1) actual performance goal achievement for any completed one year performance periods and (2) target performance goal achievement for any one year performance period not yet completed.

16. These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.

17. These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2019.

	/s/ Erin R. McQuade, attorney in fact	06/15/2017
	** Signature of Reporting Person	Date
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Patrick M Sheller Form 4Mead Johnson Nutrition / Patrick M Sheller ownership change