SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2015 | 3. Issuer Name and Ticker or Trading Symbol Mead Johnson Nutrition Co [ MJN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 777 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Performance Shares | (1) | (1) | Common Stock | 3,855 | (2) | D | |
Performance Shares | (3) | (3) | Common Stock | 1,744 | (4) | D | |
Restricted Stock Unit (RSU) | 06/01/2016 | 06/01/2016 | Common Stock | 1,129 | (5) | D | |
Restricted Stock Unit (RSU) | 06/01/2016 | 06/01/2016 | Common Stock | 1,656 | (5) | D | |
Restricted Stock Unit (RSU) | 02/27/2017 | 02/27/2017 | Common Stock | 2,486 | (5) | D | |
Restricted Stock Unit (RSU) | 02/28/2018 | 02/28/2018 | Common Stock | 2,309 | (5) | D | |
Restricted Stock Unit (RSU) | 02/26/2019 | 02/26/2019 | Common Stock | 1,872 | (5) | D | |
Stock Option (Right to Buy) | (6) | 06/01/2022 | Common Stock | 8,454 | 78.15 | D | |
Stock Option (Right to Buy) | (7) | 06/01/2022 | Common Stock | 11,528 | 78.15 | D | |
Stock Option (Right to Buy) | (8) | 02/27/2023 | Common Stock | 12,691 | 74.65 | D | |
Stock Option (Right to Buy) | (9) | 02/28/2024 | Common Stock | 11,784 | 81.55 | D | |
Stock Option (Right to Buy) | (10) | 02/26/2025 | Common Stock | 9,555 | 104.35 | D |
Explanation of Responses: |
1. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2016. |
2. Represents the first and second tranches of performance shares accumulated under the 2013 - 2015 performance share award. Each performance share represents the contingent right to receive one share of common stock. |
3. Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2017. |
4. Represents the first tranche of performance shares accumulated under the 2014 - 2016 performance share award. Each performance share represents the contingent right to receive one share of common stock. |
5. Each restricted stock unit represents the contingent right to receive one share of common stock. |
6. This stock option was granted on June 1, 2012 and vested in three, equal annual installments on each of June 1, 2013, June 1, 2014 and June 1, 2015. |
7. This stock option was granted on June 1, 2012 and vests in four, equal annual installments. The first, second and third installments vested on each of June 1, 2013, June 1, 2014 and June 1, 2015, respectively. The fourth installment will vest on June 1, 2016. |
8. This stock option was granted on February 27, 2013 and vests in three, equal annual installments. The first and second installments vested on each of February 27, 2014 and February 27, 2015, respectively. The third installment will vest on February 27, 2016. |
9. This stock option was granted on February 28, 2014 and vests in three, equal annual installments. The first installment vested on February 28, 2015. The second and third installments will vest on February 28, 2016 and February 28, 2017, respectively. |
10. This stock option was granted on February 26, 2015 and will vest in three, equal annual installments on each of February 26, 2016, February 26, 2017 and February 26, 2018. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Erin R. McQuade, attorney-in-fact | 07/08/2015 | |
** 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 5 (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. |