Johnson Controls Form 4 JOHNSON CONTROLS / Kimberley Metcalf-Kupres 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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X

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^*

Metcalf-Kupres Kimberley

(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 INC [ JCI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and Chief Marketing Officer

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
Common Stock	09/02/2016		D		6,592.349(1)(2)	D	(3)	0	D
Common Stock	09/02/2016		D		18,291.467	D	(3)	0	I	By 401(k) Plan Trust

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)	$30.54	09/02/2016		D			9,500	10/01/2012	10/01/2020	Common Stock	9,500	(4)	0	D
Employee Stock Option (Right to Buy)	$28.54	09/02/2016		D			12,500	10/07/2013	10/07/2021	Common Stock	12,500	(4)	0	D
Employee Stock Option (Right to Buy)	$27.85	09/02/2016		D			16,100	10/05/2014	10/05/2022	Common Stock	16,100	(4)	0	D
Employee Stock Option (Right to Buy)	$48.37	09/02/2016		D			6,802	11/19/2015	11/19/2023	Common Stock	6,802	(4)	0	D
Employee Stock Option (Right to Buy)	$50.23	09/02/2016		D			9,395	11/18/2016(5)	11/18/2024	Common Stock	9,395	(4)	0	D
Employee Stock Option (Right to Buy)	$43.86	09/02/2016		D			12,775	10/07/2017(5)	10/07/2025	Common Stock	12,775	(4)	0	D
Phantom Stock Units - Restricted Stock Plan	$0(6)	09/02/2016		D			18,813.659	(7)	(7)	Common Stock	18,813.659(8)	$0	0	D

Explanation of Responses:

1. Includes 253.063 shares acquired via dividend reinvestment on July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $51.36 per share.

2. The balance includes unvested restricted stock units and dividend equivalents that were converted into an equivalent number of restricted stock units in Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") in connection with the closing of the merger between Johnson Controls, Inc. ("Johnson Controls") and JCI plc (the "merger").

3. Each share of Johnson Controls was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash in connection with the closing of the merger.

4. The options were converted into an equivalent number of options with respect to JCI plc at the same exercise price in connection with the closing of the merger.

5. Fifty percent of the options vest after two years and the remaining 50% vests after three years.

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

7. The 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. Includes 586.66 units acquired via dividend reinvestment on January 6, April 2, July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $50.16 per unit.

	/s/ Catherine M. Walker, attorney-in-fact for Kimberley S. Metcalf-Kupres	09/06/2016
	** Signature of Reporting Person	Date
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