Duato Joaquin Form 4 JOHNSON & JOHNSON / Joaquin Duato 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^*

Duato Joaquin

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NJ 08933

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOHNSON & JOHNSON [ JNJ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP, WW Chair, Pharma

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2017		M		22,298	A	$0(1)	75,814	D
Common Stock	02/13/2017		A		8,897(2)	A	$0.0000	84,711	D
Common Stock	02/13/2017		F		16,175(3)	D	$115.67	68,536	D
Common Stock								560(4)	I	By 401k

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 Options (Right to Buy)(5)	$115.67	02/13/2017		A		123,291		02/14/2020	02/13/2027	Common Stock	123,291	$0.0000	123,291	D
Performance Share Units	(1)	02/13/2017		M			22,298	02/10/2017	(1)	Common Stock	22,298	$0.0000	0.0000	D
Restricted Share Units	(6)	02/13/2017		A		10,374		02/13/2020	(6)	Common Stock	10,374	$0.0000	10,374	D
Retention Restricted Share Units	(6)	02/13/2017		A		70,733		02/13/2010	(6)	Common Stock	70,733	$0.0000	70,733	D

Explanation of Responses:

1. Awarded under Issuer's Long-Term Incentive Plan. Performance Share Units awarded on February 10, 2014 converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board.

2. Shares earned due to performance factor of 139.9% upon vesting of Performance Share Units and certification of performance results by the Board.

3. Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board.

4. Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).

5. Awarded under Issuer's Long-Term Incentive Plan.

6. Awarded under Issuer's Long-Term Incentive Plan. Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

	Linda E. King, as attorney-in-fact for Joaquin Duato	02/13/2017
	** 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).
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