XNYS:JCI Johnson Controls Inc Insider Activity 4 Filing - 7/24/2012

Effective Date 7/24/2012

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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 Vice President & CFO
(Last)
(First)
(Middle)
5757 N. GREEN BAY AVENUE, P.O. BOX 591
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2012
(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)
Code V Amount (A) or (D) Price
Common Stock 07/24/2012   M   60,000 A $13.4325 158,971(1) D  
Common Stock 07/24/2012   F   43,155 D $23.6728(2) 115,816(1) D  
Common Stock               16,690.252(3) I By 401(k) Plan

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $13.4325 07/24/2012   M     60,000 11/20/2004 11/20/2012 Common Stock 60,000 $ 0 0 D  
Phantom Stock Units/Long-Term Incentive Plan (4)               (5)   (5) Common Stock 95,192.797   95,192.797(6) D  
Phantom Stock Units/Retirement Restoration Plan (4)               (7)   (7) Common Stock 42,255.61   42,255.61(8) D  
Phantom Stock Units/Annual Incentive Plan (4)               (9)   (9) Common Stock 3,036.34   3,036.34(10) D  
Phantom Stock Units/Restricted Stock (4)               (11)   (11) Common Stock 165,233.843   165,233.843(12) D  
Employee Stock Option (Right to Buy) $17.5167             11/19/2005 11/19/2013 Common Stock 72,000   72,000 D  
Employee Stock Option (Right to Buy) $20.5633             11/17/2006 11/17/2014 Common Stock 150,000   150,000 D  
Employee Stock Option (Right to Buy) $22.5617             11/16/2007 11/16/2015 Common Stock 225,000   225,000 D  
Employee Stock Option (Right to Buy) $23.965             10/02/2008 10/02/2016 Common Stock 192,000   192,000 D  
Employee Stock Option (Right to Buy) $40.21             10/01/2009 10/01/2017 Common Stock 120,000   120,000 D  
Employee Stock Option (Right to Buy) $28.79             10/01/2010(13) 10/01/2018 Common Stock 160,000   160,000 D  
Employee Stock Option (Right to Buy) $24.87             10/01/2011(13) 10/01/2019 Common Stock 170,000   170,000 D  
Employee Stock Option (Right to Buy) $30.54             10/01/2012(13) 10/01/2020 Common Stock 150,000   150,000 D  
Employee Stock Option (Right to Buy) $28.54             10/07/2013(13) 10/07/2021 Common Stock 140,000   140,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCDONALD R BRUCE
5757 N. GREEN BAY AVENUE
P.O. BOX 591
MILWAUKEE, WI 53201-0591
      Exec Vice President & CFO  

Signatures

 Angela M. Blair, Attorney-In-Fact for R. Bruce McDonald   07/24/2012
** 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) Includes the following previously granted shares of restricted stock: 12,000 which vest on November 1, 2012; 13,500 which vest on November 4, 2013; and 12,000 which vest on November 3, 2014. All vesting is subject to continuous employment with the issuer.
(2) The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions in prices ranging from $23.63 to $23.72, inclusive. The reporting person undertakes to provide to Johnson Controls, any security holder of Johnson Controls, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4.
(3) The number of underlying securities is based on the stock fund balance on July 5, 2012. 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 July 5, 2012, stock fund price of $27.74 per share.
(4) Each unit of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
(5) The phantom stock units were accrued under the Johnson Controls Long-Term Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement.
(6) Includes 1,637.051 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit.
(7) The phantom stock units were accrued under the Johnson Controls Retirement Restoration Plan and are to be settled 100% in cash upon the reporting person's termination of employment with the company.
(8) Includes 713.004 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit. Also includes a company match of 3,823.171 phantom stock units on February 16, 2012 at a price of $34.44 per phantom stock unit.
(9) The phantom stock units were accrued under the Johnson Controls Annual Incentive Plan and are to be settled 100% in cash upon the reporting person's retirement.
(10) Includes 52.76 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit.
(11) The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock units representing (a) vested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon retirement and may be transferred into an alternative investment account, (b) unvested, deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon retirement, (c) dividends which relate to unvested, non-deferred restricted stock awards, which will be settled 100% in cash upon vesting, and (d) unvested, non-deferred restricted stock awards and dividends which relate to the awards, both of which will be settled 100% in cash upon vesting of the award.
(12) Includes 3,522.75 phantom stock units acquired through the reinvestment of dividends on January 3, April 3 and July 3, 2012 at prices ranging from $27.81 to $32.60 per phantom stock unit.
(13) Fifty percent of the options become exercisable two years after the grant date; the remaining 50%, three years after grant date.

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