Johnson Controls Form 4 JOHNSON CONTROLS / R Bruce McDonald 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^*

McDonald R Bruce

(Last) (First) (Middle)

5757 N. GREEN BAY AVENUE

P.O. BOX 591

(Street)

MILWAUKEE WI 53201-0591

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [ JCI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP & Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2016

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
Common Stock	04/27/2016		G	V	3,000	D	$0	100,766	D
Common Stock	07/26/2016		G	V	2,600	D	$0	98,166	D
Common Stock	08/23/2016		S		98,166	D	$44.95(1)	0	D
Common Stock	08/19/2016		I		117.61	D	$45.03	17,945.905(2)	I	By 401(k) 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
Phantom Stock Units - Long Term Incentive Plan	(3)	08/19/2016		I			78,989.637	(4)	(4)	Common Stock	78,989.637(5)	$45.03	0	D
Phantom Stock Units - Restricted Stock Plan	$0(3)	08/19/2016		I			72,044.069	(6)	(6)	Common Stock	72,044.069(7)	$45.03	249,108.137(8)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $44.83 to $45.12, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 of this Form 4.

2. The number of underlying securities is based on the stock fund balance on August 19, 2016. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on an August 19, 2016 stock fund price of $45.03 per share.

3. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.

4. The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement.

5. Includes 3,449.712 units acquired via dividend reinvestment on April 2, July 2 and October 2, 2015; January 5, April 4, July 5 and August 19, 2016, at prices ranging from $32.20 to 50.16 per unit.

6. The phantom stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes dividend equivalent units that settle 100% in cash and relate to restricted stock awards.

7. Includes 942.878 units acquired via dividend reinvestment on July 5 and August 19, 2016 at $42.79 and $45.03 per unit, respectively.

8. Includes 3,260.21 units acquired via dividend reinvestment on July 5 and August 19, 2016 at $42.79 and $45.03 per unit, respectively.

	/s/ Catherine M. Walker, Attorney-In-Fact for R. Bruce McDonald	08/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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