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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 | ||||||||
| 6.50% Convertible Senior Notes | (1) | 09/22/2009 | C | $ 500,000 | 03/16/2009 | 09/30/2012 | Common Stock | 44,692 | $ 0 | 0 | D | ||||
| Corporate Units (3) | (4) (5) | 03/31/2012 | 03/31/2012 | Common Stock | (3) (4) | 12,000 | D | ||||||||
| Phantom Stock Units / Retirement Restoration Plan | (6) | (7) | (7) | Common Stock | 33,607.493 | 33,607.493 (8) | D | ||||||||
| Phantom Stock Units/Long-Term Incentive Plan | (6) | (9) | (9) | Common Stock | 81,767.609 | 81,767.609 (10) | D | ||||||||
| Phantom Stock Units/Restricted Stock Grant | (11) | (11) | (11) | Common Stock | 132,809.704 | 132,809.704 (12) | 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(13) | 11/16/2015(13) | Common Stock | 225,000 | 225,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008(13) | 10/02/2016(13) | Common Stock | 192,000 | 192,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009(13) | 10/01/2017(13) | Common Stock | 120,000 | 120,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(13) | 10/01/2018(13) | 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 | 09/24/2009 | |
| **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 conversion rate for the 6.5% Convertible Senior Notes is 89.3855 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $11.19 per share of common stock), pursuant to the terms of the notes. |
| (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, and includes a company match of 522.33 shares on 4/1/2009. |
| (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 11.50% Subordinated Notes Due 2042. |
| (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 the "settlement rate." The settlement rate is calculated as follows: (a) if the applicable market value of the common stock is equal to or greater than $10.29 (the "threshold appreciation price"), the settlement rate will be 4.8579 shares of common stock; (b) if the applicable market value of the common stock is less than the threshold appreciation price but greater than $8.95 (the "reference price"), the settlement rate will be a number of shares of common stock equal to $50 divided by the applicable market value; and (c) if the applicable market value of our common stock is less than or equal to the reference price, the settlement rate will be 5.5866 shares of common stock. |
| (5) | The "applicable market value" of the common stock means the average of the closing price per share of the common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding the purchase contract settlement date. Under certain circumstances, the reporting person may have the right to settle the purchase contract in cash prior to the purchase contract settlement date. |
| (6) | 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. |
| (7) | 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. |
| (8) | Includes 4,781.056 phantom stock units acquired through employee payroll contributions which are discretionary transactions and qualify for the Rule 16a-3(f)(1)(i)(B) reporting exemption, a company match, and the reinvestment of dividends on April 2 and July 2, 2009, at prices ranging from $15.02 to $20.69 per phantom stock unit. This plan mirrors the company's 401(k) Plan. |
| (9) | 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. |
| (10) | Includes 1,207.812 phantom stock units acquired through the reinvestment of dividends on April 2 and July 2, 2009, at prices ranging from $15.02 to $20.69 per phantom unit. |
| (11) | 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. |
| (12) | Includes 829.263 phantom stock units acquired through the reinvestment of dividends on April 2 and July 2, 2009, at prices ranging from $15.02 to $20.69 per phantom stock unit. |
| (13) | Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |