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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 / Restricted Stock Grant | (6) | 11/02/2011(7) | 11/02/2013(7) | Common Stock | 113,000 | 113,000 (7) | D | ||||||||
| Phantom Stock Units/Retirement Restoration Plan | (6) | (8) | (8) | Common Stock | 54,718.105 | 54,718.105 | D | ||||||||
| Phantom Stock Units / Restricted Stock Grant | (6) | (9) | (9) | Common Stock | 110,900.733 | 110,900.733 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 17.5167 | 11/19/2005 | 11/19/2013 | Common Stock | 312,000 | 312,000 | 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 | 11/16/2015 | Common Stock | 525,000 | 525,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008 | 10/02/2016 | Common Stock | 591,000 | 591,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009(10) | 10/01/2017 | Common Stock | 375,000 | 375,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(10) | 10/01/2018 | Common Stock | 550,000 | 550,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 24.87 | 10/01/2011(10) | 10/01/2019 | Common Stock | 610,000 | 610,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROELL STEPHEN A 5757 N. GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201-0591 |
X | Chief Executive Officer | ||
| Angela M. Blair, Attorney-In-Fact for Stephen A. Roell | 11/16/2009 | |
| **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) | The number of shares acquired has been adjusted to reflect the 3-1 stock split on October 2, 2007. |
| (2) | The price per share at which the shares were acquired has been adjusted to reflect the 3-1 stock split on October 2, 2007. |
| (3) | Includes shares of restricted stock which vest as follows: 60,000 shares on 1/3/2010, 7,500 shares on 8/1/2011 and 75,000 shares on 11/1/2011. |
| (4) | The transactions were effected in a discretionary brokerage account over which Mr. Roell had no investment control. |
| (5) | The number of underlying securities is based on the stock fund balance on November 13, 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 November 13, 2009, stock fund price of $27.13 per share. |
| (6) | Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
| (7) | The phantom stock balance consists of an award of 113,000 restricted stock units granted on November 2, 2009, which vest as follows: 56,500 on November 2, 2011, and 56,500 on November 2, 2013. The phantom stock units representing the award, and the dividends which accrue during the restrictive period, are to be settled 100% in cash, pending vesting. |
| (8) | The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan. The units are payable in cash following the reporting person's retirement from the issuer, and may be transferred by the reporting person into an alternative investment account. |
| (9) | The phantom stock units representing dividends which relate to restricted stock awards that were not deferred will vest when the non-deferred restricted shares vest, and will be paid in cash to the reporting person. Phantom stock units representing dividends which relate to vested, deferred restricted stock awards are payable in cash following the reporting person's termination from the issuer and may be transferred into an alternative investment account. Vesting continues when the reporting person retires from the issuer. |
| (10) | Fifty percent of the options vest after two years and the remaining 50% vests after three years. |