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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/Retirement Restoration Plan | (3) | (4) | (4) | Common Stock | 15,001.213 | 15,001.213 | D | ||||||||
| Phantom Stock Units/Restricted Stock Plan | (3) | (5) | (5) | Common Stock | 1,353.393 | 1,353.393 (6) | D | ||||||||
| 6.50% Convertible Senior Notes | (7) | 03/16/2009 | 09/30/2012 | Common Stock | (7) | 200,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 24.3667 | 01/03/2008 | 01/03/2016 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008 | 10/02/2016 | Common Stock | 192,000 | 192,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009 | 10/01/2017 | Common Stock | 120,000 | 120,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2010(8) | 10/01/2018 | Common Stock | 160,000 | 160,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 24.87 | 10/01/2011(8) | 10/01/2019 | Common Stock | 170,000 | 170,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 30.54 | 10/01/2012(8) | 10/01/2020 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MYERS C DAVID 5757 N GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201 |
Vice President | |||
| Angela M. Blair, Attorney-In-Fact for C. David Myers | 11/02/2010 | |
| **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 a grant of 24,000 shares of restricted stock on November 1, 2010, of which 12,000 vest on November 1, 2012, and 12,000 vest on November 1, 2014, and 37,500 shares of previously granted restricted stock which vests as follows: 15,000 on 11/1/2011; 11,250 on 11/2/2011; and 11,250 on 11/2/2013. All vesting is subject to continuous employment with the issuer. |
| (2) | The number of underlying securities is based on the stock fund balance on October 29, 2010. 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 October 29, 2010, stock fund price of $35.12 per share. |
| (3) | Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock. |
| (4) | 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 retirement. |
| (5) | The restricted stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The units are to be settled 100% in cash upon the reporting person's termination from the issuer, subject to vesting provisions. |
| (6) | 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. |
| (7) | The 6.50% Convertible Senior Notes due 2012 are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding September 30, 2012. The conversion rate for the notes is initially 89.3855 shares per $1,000 principal amount of notes (equal to a conversion price of approximately $11.19 per share of common stock), subject to adjustment, pursuant to the terms of the notes. |
| (8) | Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date. |