| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol JOHNSON CONTROLS INC [ JCI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/24/2016 | G | V | 33,333 | D | $0 | 112,195.121 | D | ||
| Common Stock | 09/02/2016 | M | 1,110.188 | A | $0 | 113,305.309 | D | |||
| Common Stock | 09/02/2016 | M | 92,404.023 | A | $0 | 93,514.211 | D | |||
| Common Stock | 09/02/2016 | M | 8,096.989 | A | $0 | 101,611.2 | D | |||
| Common Stock | 09/02/2016 | D | 92,404.023 | D | $48.9 | 9,207.177 | D | |||
| Common Stock | 09/02/2016 | D | 8,096.989 | D | $48.9 | 1,110.188 | D | |||
| Common Stock | 09/02/2016 | D | 1,062.068 | D | (1) | 0 | I | by 401(k) Plan Trustee | ||
| Common Stock | 09/02/2016 | D | 112,195.121(2)(3) | D | (1) | 1,110.188 | D | |||
| Common Stock | 09/02/2016 | D | 1,110.188 | D | $48.9 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 - Retirement Restoration Plan | (4) | 09/02/2016 | M | 1,110.188 | (5) | (5) | Common Stock | 1,110.188(6) | $0 | 0 | D | ||||
| Phantom Stock Units - Restricted Stock Plan | (4) | 09/02/2016 | M | 92,404.023 | (7) | (7) | Common Stock | 92,404.023 | $0 | 22,418.6096 | D | ||||
| Phantom Stock Units - Restricted Stock Plan | (4) | 09/02/2016 | M | 8,096.989 | (7) | (7) | Common Stock | 8,096.989 | $0 | 14,321.6206 | D | ||||
| Phantom Stock Units - Restricted Stock Plan | (4) | 09/02/2016 | D | 14,321.6206 | (7) | (7) | Common Stock | 14,321.6206(8) | $0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $28.79 | 09/02/2016 | D | 110,000 | 10/01/2010 | 10/01/2018 | Common Stock | 110,000 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $24.87 | 09/02/2016 | D | 110,000 | 10/01/2011 | 10/01/2019 | Common Stock | 110,000 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $30.54 | 09/02/2016 | D | 84,000 | 10/01/2012 | 10/01/2020 | Common Stock | 84,000 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $28.54 | 09/02/2016 | D | 78,000 | 10/07/2013 | 10/07/2021 | Common Stock | 78,000 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $27.85 | 09/02/2016 | D | 44,200 | 10/05/2014 | 10/05/2022 | Common Stock | 44,200 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $48.37 | 09/02/2016 | D | 30,816 | 11/19/2015 | 11/19/2023 | Common Stock | 30,816 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $50.23 | 09/02/2016 | D | 30,051 | 11/18/2016(10) | 11/18/2024 | Common Stock | 30,051 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $43.86 | 09/02/2016 | D | 34,448 | 10/07/2017(10) | 10/07/2025 | Common Stock | 34,448 | (9) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $40.21 | 09/02/2016 | D | 75,000 | 10/01/2009 | 10/01/2017 | Common Stock | 75,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of Johnson Controls, Inc. was converted into 0.8357 ordinary shares of JCI plc and $5.7293 in cash in connection with the closing of the merger. |
| 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. Includes 1,451.398 shares acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per share. |
| 4. Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
| 5. The phantom stock units accrued under the Johnson Controls Retirement Restoration Plan and settled 100% in cash. |
| 6. Includes 89.163 units acquired via dividend reinvestment on April 2, July 2, October 2, 2013, January 6, April 2, July 2, October 2, 2014, January 5, April 2, July 2, October 2, 2015, January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $50.92 per unit. |
| 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 3,183.475 units acquired via dividend reinvestment on January 5, April 4, July 5 and August 19, 2016 at prices ranging from $38.58 to $45.03 per unit. |
| 9. 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. |
| 10. Fifty percent of the options vest after two years and the remaining 50% vests after three years. |
| /s/ Catherine M. Walker, attorney-in-fact for Susan F. Davis | 09/07/2016 | |
| ** 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 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). | ||
| 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. | ||
