Edgar Filing: JOHNSON CONTROLS INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

McDonald R Bruce

2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [JCI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec VP & Vice Chairman

(Last)

(First)

(Middle)

5757 N. GREEN BAY AVENUE, P.O. BOX 591

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2016

(Street)

MILWAUKEE, WI 53201-0591

4. If Amendment, Date Original Filed(Month/Day/Year)

6. 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2016		M		13,677.346	A	$ 0	13,677.346	D
Common Stock	09/02/2016		D		13,677.346	D	$ 48.9	0	D
Common Stock	09/02/2016		D		17,964.324	D	⁽¹⁾	0	I	By 401(k) Plan Trustee

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 40.21

09/02/2016

47,248

10/01/2009

10/01/2017

Common Stock

47,248

⁽²⁾

Employee Stock Option (Right to Buy)

$ 28.79

09/02/2016

160,000

10/01/2010

10/01/2018

Common Stock

160,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 24.87

09/02/2016

170,000

10/01/2011

10/01/2019

Common Stock

170,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 30.54

09/02/2016

150,000

10/01/2012

10/01/2020

Common Stock

150,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 28.54

09/02/2016

140,000

10/07/2013

10/07/2021

Common Stock

140,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 27.85

09/02/2016

74,800

10/05/2014

10/05/2022

Common Stock

74,800

⁽²⁾

Employee Stock Option (Right to Buy)

$ 48.37

09/02/2016

49,319

11/19/2015

11/19/2023

Common Stock

49,319

⁽²⁾

Employee Stock Option (Right to Buy)

$ 50.23

09/02/2016

80,437

11/18/2016⁽³⁾

11/18/2024

Common Stock

80,437

⁽²⁾

Employee Stock Option (Right to Buy)

$ 43.86

09/02/2016

104,562

10/07/2017⁽³⁾

10/07/2025

Common Stock

104,562

⁽²⁾

Phantom Stock Units - Restricted Stock Plan

$ 0 ⁽⁴⁾

09/02/2016

13,677.346

⁽⁵⁾

Common Stock

13,677.346

$ 0

235,430.791

Phantom Stock Units - Restricted Stock Plan

$ 0 ⁽⁴⁾

09/02/2016

235,430.791

⁽⁵⁾

Common Stock

235,430.791

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McDonald R Bruce 5757 N. GREEN BAY AVENUE P.O. BOX 591 MILWAUKEE, WI 53201-0591			Exec VP & Vice Chairman

Signatures

/s/ Catherine M. Walker, attorney-in-fact for R. Bruce McDonald		09/06/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Each share of Johnson Controls, Inc. ("Johnson Controls") was converted into 0.8357 ordinary shares of Johnson Controls International plc (formerly Tyco International plc) ("JCI plc") and $5.7293 in cash in connection with the closing of the merger between Johnson Controls and JCI plc (the "merger").
(2)	The options were converted into an equivalent number of options with respect to JCI plc at the same exercise price in connection with the closing of the merger.
(3)	Fifty percent of the options vest after two years and the remaining 50% vests after three years.
(4)	Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
(5)	The phantom stock units accrue under the Johnson Controls Restricted Stock Plan and settle 100% in cash upon the reporting person's termination or retirement, subject to vesting requirements.

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