Johnson & Johnson (JNJ) Form 3 JOHNSON & JOHNSON / Gary J Pruden ownership change

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^*

Pruden Gary J

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NJ 08933

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2016

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

4. 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, Med Devices

5. 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 Beneficially Owned
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	53,364.51	D
Common Stock	96(1)	I	By ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Options (Right to Buy)(2)	02/10/2012	02/08/2019	Common Stock	11,002	58.33	D
Employee Stock Options (Right to Buy)(2)	01/17/2016	01/13/2023	Common Stock	151,385	72.54	D
Employee Stock Options (Right to Buy)(2)	02/11/2017	02/09/2024	Common Stock	91,233	90.44	D
Employee Stock Options (Right to Buy)(2)	02/10/2018	02/09/2025	Common Stock	84,246	100.06	D
Employee Stock Options (Right to Buy)(2)	02/09/2019	02/08/2026	Common Stock	97,513	101.87	D
Restricted Share Units(3)	02/08/2019	(3)	Common Stock	7,013	(3)	D
Restricted Share Units(3)	02/09/2018	(3)	Common Stock	6,541	(3)	D
Restricted Share Units(3)	02/10/2017	(3)	Common Stock	6,213	(3)	D

Explanation of Responses:

1. Shares held by ESOP under the Johnson & Johnson Savings Plan.

2. Vested and exercisable one day after the third anniversary of the date of the grant.

3. Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock and vests on the third anniversary of the date of grant.

Remarks:

prudenpoa.txt

	Linda E. King, as attorney-in-fact for Gary J. Pruden	05/03/2016
	** 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.
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