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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 | ||||||||
| Corporate Units (3) | (4) | 09/30/2009 | D | 12,000 | 03/31/2012 | 03/31/2012 | Common Stock | 58,294 | (1) | 0 | D | ||||
| Phantom Stock Units / Retirement Restoration Plan | (5) | (6) | (6) | Common Stock | 33,607.493 | 33,607.493 | D | ||||||||
| Phantom Stock Units/Long-Term Incentive Plan | (5) | (7) | (7) | Common Stock | 81,767.609 | 81,767.609 | D | ||||||||
| Phantom Stock Units/Restricted Stock Grant | (8) | (8) | (8) | Common Stock | 132,809.704 | 132,809.704 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 13.3533 | 11/26/2003 | 11/26/2011 | Common Stock | 180,000 | 180,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 13.4325 | 11/20/2004 | 11/20/2012 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 17.5167 | 11/19/2005 | 11/19/2013 | Common Stock | 72,000 | 72,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 20.5633 | 11/17/2006 | 11/17/2014 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22.5617 | 11/16/2007(9) | 11/16/2015(9) | Common Stock | 225,000 | 225,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008(9) | 10/02/2016(9) | Common Stock | 192,000 | 192,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009(9) | 10/01/2017(9) | Common Stock | 120,000 | 120,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(9) | 10/01/2018(9) | Common Stock | 160,000 | 160,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCDONALD R BRUCE 5757 N. GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201-0591 |
Exec Vice President & CFO | |||
| Angela M. Blair, Attorney-In-Fact for R. Bruce McDonald | 09/30/2009 | |
| **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 reporting person disposed of the Corporate Units in an issuer exchange offer for the following consideration per Corporate Unit: (i) 4.8579 shares of the Company's common stock; (ii) a cash payment of $6.50; and (iii) a cash distribution consisting of the pro rata share of accrued and unpaid interest on the issuer's 11.50% Subordinated Notes Due 2042. |
| (2) | The number of underlying securities is based on the stock fund balance on August 31, 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 an August 31, 2009, stock fund price of $24.77 per share. |
| (3) | Each Corporate Unit consists of a purchase contract and a 5% undivided beneficial ownership interest in a $1,000 principal amount of the issuer's Subordinated Notes. |
| (4) | The purchase contract obligates the reporting person to purchase, and obligates the issuer to sell, on March 31, 2012, for $50 in cash, a number of newly issued shares of common stock equal to a specified "settlement rate." |
| (5) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with the company and may be transferred by the reporting person into an alternative investment account at any time. |
| (6) | 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 with the company. |
| (7) | The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company. |
| (8) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. The restricted stock units were awarded under the Johnson Controls Executive Deferred Restricted Plan. The units are to be settled 100% in cash upon the reporting person's termination of employment with the company, subject to vesting provisions. |
| (9) | Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |