Johnson & Johnson
JOHNSON & JOHNSON (Form: 4, Received: 02/12/2003 08:10:29)      

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Langbo, Arnold G.

2. Issuer Name and Ticker or Trading Symbol
Johnson & Johnson (JNJ)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

One Johnson & Johnson Plaza
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
February 10, 2003

(Street)

New Brunswick , NJ 08933

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common

01/16/01 (1)

 

P

 

92

A

$46.94

 

I

By Broker-Directed IRA

Common

02/01/01 (1)

 

P

 

86

A

$46.94

 

I

By Broker-Directed IRA

Common

02/07/01 (1)

 

S

 

34

D

$47.46

 

I

By Broker-Directed IRA

Common

05/17/01 (1)

 

P

 

20

A

$49.72

 

I

By Broker-Directed IRA

Common

05/17/01 (1)

 

P

 

10

A

$49.72

 

I

By Broker-Directed Living Trust

Common

07/25/2001

 

P

 

27

A

$52.27

 

I

By Broker-Directed IRA

Common

07/25/2001

 

P

 

19

A

$52.27

 

I

By Broker-Directed Living Trust

Common

07/26/2001

 

P

 

8

A

$52.85

 

I

By Broker-Directed IRA

Common

07/26/2001

 

P

 

6

A

$52.85

 

I

By Broker-Directed Living Trust

Common

08/22/2001

 

P

 

20

A

$54.52

 

I

By Broker-Directed IRA

Common

08/22/2001

 

P

 

15

A

$54.52

50

I

By Broker-Directed Living Trust

Common

01/11/2002

 

G

V

900

D

 

 

 

 

Common

01/18/2002

 

S

 

10

D

$59.87

 

I

By Broker-Directed IRA

Common

10/23/2002

 

S

 

15

D

$57.06

194

I

By Broker-Directed IRA

Common

12/02/2002

 

G

V

800

D

 

135 (2)

D

 

Common

01/11/2002

 

G

V

900

A

 

900 (3)

I

Held in Trust for Wife

Common

 

 

 

 

 

 

 

700

I

Held in Foundation

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).

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

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units (4)

1 for 1

 

 

 

 

 

 

 

Common

 

 

32,502

D

 

Employee Stock Option (Right to Buy) (5)

$52.20

 

2/10/2003

A

 

6,300

 

02/10/04

02/09/13

Common

6,300

$52.20

6,300

D

 

Explanation of Responses:

(1) Adjusted to reflect two-for-one stock split.
(2) Includes 400 shares previously reported as owned by Reporting Person but omitted from recent Form 4 filings due to clerical error (adjusted to reflect two-for-one stock split).
(3) The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 or for any other purpose.
(4) The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan as of January 31, 2003 are to be settled in cash upon the Reporting Person's Retirement.
(5) Issued pursuant to Issuer's Stock Option Plan.

  By: /s/ A. G. Langbo
              A. G. Langbo
**Signature of Reporting Person
February 11, 2003
Date

**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.

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 Number.