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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 | ||||||||
Deferred Share Units (4) | (4) | 12/31/2012 | J | 105 (5) | (4) | (4) | Common Stock | 105 (5) | $ 0 | 12,081 | D | ||||
Employee Stock Options (Right to Buy) (6) | $ 72.54 | 01/16/2013 | A | 233,846 | 01/17/2016 | 01/13/2023 | Common Stock | 233,846 | $ 0 | 233,846 | D | ||||
Restricted Share Units (6) | (7) | 01/16/2013 | A | 11,602 | 01/16/2016 | (7) | Common Stock | 11,602 | $ 0 | 11,602 | D | ||||
Performance Share Units (6) | (8) | 01/16/2013 | A | 29,005 | (8) | (8) | Common Stock | 29,005 | $ 0 | 29,005 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Caruso Dominic J JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933 |
Chief Financial Officer |
Linda E. King, as Attorney-in-Fact for Dominic J. Caruso | 01/18/2013 | |
**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) | Includes 52 shares held under Issuer's Dividend Reinvestment Plan. |
(2) | Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2012). |
(3) | Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2012). |
(4) | The Deferred Share Units acquired under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement (with each Deferred Share Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Deferred Share Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time. |
(5) | Consists of dividend equivalents accrued under the Issuer's Executive Income Deferral Plan. |
(6) | Awarded under Issuer's Long-Term Incentive Plan. |
(7) | Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant. |
(8) | Each Performance Share Unit converts into one share of Common Stock upon distribution in the first quarter of 2016 based on a performance factor. |