Johnson & Johnson
JOHNSON & JOHNSON (Form: 4, Received: 02/16/2017 06:05:33)
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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gorsky Alex
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)
Chairman, CEO
(Last)          (First)          (Middle)

ONE JOHNSON & JOHNSON PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2017
(Street)

NEW BRUNSWICK, NJ 08933
(City)        (State)        (Zip)
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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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   2/13/2017     M    84299.0000   A $0   (1) 280617.0000   D    
Common Stock   2/13/2017     A    33635.0000   (2) A $0.0000   314252.0000   D    
Common Stock   2/13/2017     F    54274.0000   (3) D $115.6700   259978.0000   D    
Common Stock                  426.0000   (4) I   By 401k  
Common Stock                  1074.0000   (5) I   By ESOP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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) $115.6700   2/13/2017     A      377673.0000       2/14/2020   2/13/2027   Common Stock   377673.0000   $0.0000   377673.0000   D    
Performance Share Units     (1) 2/13/2017     M         84299.0000    2/10/2017     (1) Common Stock   84299.0000   $0.0000   0.0000   D    
Restricted Share Units     (7) 2/13/2017     A      31779.0000       2/13/2020     (7) Common Stock   31779.0000   $0.0000   31779.0000   D    

Explanation of Responses:
( 1)  Awarded under Issuer's Long-Term Incentive Plan. Performance Share Units awarded on February 10, 2014 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 139.9% 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 (1/31/2017).
( 5)  Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2017).
( 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
Relationships
Director 10% Owner Officer Other
Gorsky Alex
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ 08933


Chairman, CEO

Signatures
Linda E. King, as attorney-in-fact for Alex Gorsky 2/15/2017
** 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).
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