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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Units/Retirement Restoration Plan | (4) | (5) | (5) | Common Stock | 38,918.097 | 38,918.097 (6) | D | ||||||||
| Phantom Stock Units/LTPP | $ 12.31 | 02/02/2009 | I | 33,722.675 | (7) | (7) | Common Stock | 33,722.675 (8) | $ 12.31 | 0 | D | ||||
| Phantom Stock Units/Restricted Stock Grant | (9) | (9) | (9) | Common Stock | 5,004.309 | 5,004.309 (10) | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 17.5167 | 11/19/2005 | 11/19/2013 | Common Stock | 420,000 | 420,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 20.5633 | 11/17/2006 | 11/17/2014 | Common Stock | 300,000 | 300,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22.5617 | 11/16/2007(11) | 11/16/2015(11) | Common Stock | 375,000 | 375,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008(11) | 10/02/2016(11) | Common Stock | 288,000 | 288,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009(11) | 10/01/2017(11) | Common Stock | 180,000 | 180,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(11) | 10/01/2018(11) | Common Stock | 232,000 | 232,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WANDELL KEITH E 5757 N. GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201-0591 |
President and COO | |||
| Angela M. Blair, Attorney-In-Fact for Keith E. Wandell | 02/03/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents an irrevocable election by the insider, prior to the company's fiscal year ended September 30, 2008, to withdraw phantom stock units from the insider's deferred long term incentive plan account. The election represented the insider's final opportunity under the provisions of Regulation 409(A) to make such withdrawal prior to retirement. |
| (2) | Includes 142,500 shares awarded under a Restricted Stock Plan. Restricted shares vest as follows: 37,500 on 11/1/2009, 60,000 shares on 1/3/2010, 7,500 shares on 8/1/2011 and 37,500 shares on 11/1/2011. |
| (3) | The number of underlying securities is based on the stock fund balance on February 2, 2009. 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 a February 2, 2009, stock fund price of $12.31 per share. |
| (4) | Each share of phantom stock is the economic equivalent of one share of Johson Controls common stock. Shares of phantom stock are payable in cash following the reporting person's termination from the company and may be transferred by the reporting person into an alternative investment account at any time. |
| (5) | The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's termination of employment. |
| (6) | Includes 936.321 phantom stock units acquired through automatic monthly payroll deductions and the reinvestment of dividends on October 2, 2008 and January 5, 2009, at a price of $27.18 and $19.04, respectively, per phantom stock unit. The plan mirrors the company's 401(k) plan. |
| (7) | The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash. The reporting person has the right to transfer the value of the phantom stock account into an alternative investment account within the plan or move out of the plan. |
| (8) | Includes 226.688 phantom stock units acquired through the reinvestment of dividends on October 2, 2008 and January 5, 2009, at a price of $27.18 and $19.04, respectively, per phantom stock unit. |
| (9) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. The restricted stock units were accrued under the Johnson Controls Restricted Stock Plan. The units represent the reinvestment of dividends and are to be settled 100% in cash upon the vesting of the reporting person's Restricted Stock. |
| (10) | Includes 1000.290 phantom stock units acquired through the reinvestment of dividends on October 2, 2008 and January 5, 2009, at a price of $27.18 and $19.04, respectively, per phantom stock unit. |
| (11) | Fifty percent of the stock option vests in two years and the balance after three years. |