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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/Excess Benefit Plan-Common | (3) | (4) | (4) | Common Stock | 52,999.524 | 52,999.524 (5) | D | ||||||||
| Phantom Stock Units / Restricted Stock Grant | (6) | (6) | (6) | Common Stock | 103,841.737 | 103,841.737 (7) | 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(8) | 11/16/2015(8) | Common Stock | 525,000 | 525,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 23.965 | 10/02/2008(8) | 10/02/2016(8) | Common Stock | 591,000 | 591,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 40.21 | 10/01/2009(8) | 10/01/2017(8) | Common Stock | 375,000 | 375,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.79 | 10/01/2008 | A | 550,000 | 10/01/2010(8) | 10/01/2018(8) | Common Stock | 550,000 | $ 0 | 550,000 | 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 | ||
| Arlene D. Gumm Attorney-In-Fact for Stephen A. Roell | 10/02/2008 | |
| **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 shares awarded under a Restricted Stock Plan. Restricted shares vest as follows: 75,000 on 11/1/2009, 60,000 shares on 1/3/2010, 7,500 shares on 8/1/2011 and 75,000 shares on 11/1/2011. |
| (2) | The number of underlying securities is based on the stock fund balance on October 1, 2008. 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 October 1, 2008, stock fund price of $28.79 per share. |
| (3) | 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. |
| (4) | The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement. |
| (5) | Includes 433.895 phantom stock units acquired through the reinvestment of dividends on January 2, April 2 and July 3, 2008, at prices ranging from $28.62 - $35.18 per phantom stock unit. |
| (6) | Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock. The phantom stock units were accrued under the Johnson Controls Deferred Restricted Stock Plan. Phantom units related to a deferred restricted stock grant are to be settled 100% in cash upon the reporting person's termination of employment with the company, pending vesting. Phantom units related to non-deferred restricted stock grants are to be settled 100% in cash upon vesting of the related grant. |
| (7) | Includes 2,630.75 phantom stock units acquired through the reinvestment of dividends on January 2, April 2 and July 3, 2008, at prices ranging from $28.62 - $35.18 per phantom stock unit. |
| (8) | Fifty percent of the options vest after two years and the remaining 50% vests after three years. |