Simon Davis Form 4 Johnson Controls International / Simon Davis 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^*

Davis Simon

(Last) (First) (Middle)

5757 N. GREEN BAY AVENUE

(Street)

MILWAUKEE WI 53209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Johnson Controls International plc [ JCI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Human Resources Ofc

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2016

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
Ordinary Shares	09/02/2016		A		31,392.82(1)	A	(2)	31,392.82	D
Ordinary Shares	09/02/2016		A		418(3)	A	(2)	418	I	By 401k Plan Trustee

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
Employee Stock Option (Right to Buy)	$24.87	09/02/2016		A		11,300		10/01/2011	10/01/2019	Ordinary Shares	11,300	(4)	11,300	D
Employee Stock Option (Right to Buy)	$30.54	09/02/2016		A		9,500		10/01/2012	10/01/2020	Ordinary Shares	9,500	(4)	9,500	D
Employee Stock Option (Right to Buy)	$28.54	09/02/2016		A		12,500		10/07/2013	10/07/2021	Ordinary Shares	12,500	(4)	12,500	D
Employee Stock Option (Right to Buy)	$27.85	09/02/2016		A		16,100		10/05/2014	10/05/2022	Ordinary Shares	16,100	(4)	16,100	D
Employee Stock Option (Right to Buy)	$48.37	09/02/2016		A		10,204		11/19/2015	11/19/2023	Ordinary Shares	10,204	(4)	10,204	D
Employee Stock Option (Right to Buy)	$50.23	09/02/2016		A		18,661		11/18/2016(5)	11/18/2024	Ordinary Shares	18,661	(4)	18,661	D
Employee Stock Option (Right to Buy)	$43.86	09/02/2016		A		24,942		10/07/2017(5)	10/07/2025	Ordinary Shares	24,942	(4)	24,942	D
Phantom Stock Units - Restricted Stock Plan	$0(6)	09/02/2016		A		15,383.51		(7)	(7)	Ordinary Shares	15,383.51	(8)	15,383.51	D

Explanation of Responses:

1. The 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.

2. Shares 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.

3. The 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.

4. Options 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.

5. Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.

6. Each unit of phantom stock is the economic equivalent of one ordinary share of JCI plc.

7. 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.

8. Restricted 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.

	/s/ Catherine M. Walker, attorney-in-fact for Simon Davis	09/07/2016
	** Signature of Reporting Person	Date
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