Johnson & Johnson
JOHNSON & JOHNSON (Form: 4, Received: 02/16/2005 12:49:30)    
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DEYO RUSSELL C
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)
Vice President General Counsel
(Last)          (First)          (Middle)

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

2/14/2005
(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. Transaction Date (MM/DD/YYYY) 2A. Deemed Execution Date, if any (MM/DD/YYYY) 3. Transaction 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                  104121   D  
 
Common   1/31/2005     J   V 24   A   (1) 6612   (1) I   401 (k) and ESOP Savings Plans  
Common                  4506   (2) I   By Wife  
Common                  1621   (3) (4) I   By Son  
Common                  1456   (3) (4) I   By Daughter  
Commmon                  16705   I   By GRAT  

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. Transaction Date (MM/DD/YYYY) 3A. Deemed Execution Date, if any (MM/DD/YYYY) 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 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
Phantom Stock Units   (5) $0   (6) 2/14/2005        1813         (5)   (5) Common   1813     (5) 13354   D  
 
Employee Stock Option Right to Buy   (7) $66.18   2/14/2005        125000       2/15/2008   2/13/2015   Common   125000     (7) 125000   D  
 

Explanation of Responses:
( 1)  Shares acquired under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plans' most recent reporting date (01/31/2005).
( 2)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Held by Wife as custodian for child under Uniform Transfers to Minors Act.
( 4)  Includes shares acquired under Issuer's Dividend Reinvestment Program.
( 5)  The Phantom Stock Units acquired under the Issuer's Executive Income Deferral Plan on February 14, 2005 at $66.18 per share are to be settled in cash upon the Reporting Person's Retirement..
( 6)  The Phantom Stock converts into common stock on a one-for-one basis.
( 7)  Awarded under Issuer's Stock Option Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DEYO RUSSELL C
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ 08933


Vice President General Counsel
Signatures
Michael H. Ullmann, Attorney in Fact for Russell C. Deyo 2/15/2005
** 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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End of Filing


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