Johnson & Johnson

02/14/2018 | Press release | Distributed by Public on 02/14/2018 17:52

caruso, dominic j

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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1. Name and Address of Reporting Person * Caruso Dominic J 2. Issuer Name and Ticker or Trading Symbol JOHNSON & JOHNSON [ JNJ ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Exec VP, Finance; CFO
ONE JOHNSON & JOHNSON PLAZA 3. Date of Earliest Transaction (MM/DD/YYYY)
NEW BRUNSWICK, NJ 08933 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/12/2018 M 26504.0000 A $0 (1) 177769.0000 D
Common Stock 2/12/2018 A 9542.0000 (2) A $0.0000 187311.0000 D
Common Stock 2/12/2018 F 15652.0000 (3) D $129.5100 171659.0000 D
Common Stock 102.0000 (4) I By 401k
Common Stock 225.0000 (5) I By ESOP
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) (6) $129.5100 2/12/2018 A 85948.0000 2/12/2021 2/12/2028 Common Stock 85948.0000 $0.0000 85948.0000 D
Performance Share Units (1) 2/12/2018 M 26504.0000 2/9/2018 (1) Common Stock 26504.0000 $0.0000 0.0000 D
Restricted Share Units (7) 2/12/2018 A 4312.0000 2/12/2021 (7) Common Stock 4312.0000 $0.0000 4312.0000 D

Explanation of Responses:
(1) Performance Share Units awarded under Issuer's Long-Term Incentive Plan on February 9, 2015; converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board.
(2) Shares earned due to performance factor of 136% upon vesting of Performance Share Units and certification of performance results by the Board.
(3) Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board.
(4) Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2018).
(5) Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2018).
(6) Awarded under Issuer's Long-Term Incentive Plan.
(7) Awarded under Issuer's Long-Term Incentive Plan. Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Caruso Dominic J
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ 08933
Exec VP, Finance; CFO

Signatures
Linda E. King, as attorney-in-fact for Dominic J. Caruso 2/14/2018
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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