JOHNSON & JOHNSON — Director's Dealing 2002

Nov 4, 2002

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| 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 | OMB
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Wilson, Robert N. | 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 X Officer (give title below) Other (specify below) Vice Chairman |
| --- | --- | --- | --- |
| (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 October 31, 2002 | |
| (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) — Code	Price	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	1,042,867	D
Common (1)	2,011	I
Common	19,600 (2)	I	In Trust for Son
Common	800 (3)	I	By Son
Common	19,600 (4)	I	In Trust for Daughter
Common	800 (5)	I	By Daughter
Common	60,000 (6)	I	By Wife

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) | 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) | | 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) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | |
| Phantom Stock Units (7) | 1 for 1 | 10/31/2002 | J | | 37 | | | | Common | 37 | 15,109 | D |

Explanation of Responses: (1) Shares held under Johnson & Johnson's 401(k) and ESOP Savings Plans at Plan's most recent reporting date (10/31/2002). (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. (4) 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. (5) 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. (6) 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. (7) The Phantom Stock Units were acquired under the Issuer's Executive Income Deferral Plan on October 31, 2002 at $57.09 per share and are to be settled in cash upon the Reporting Person's Retirement.

By: /s/ Robert N. Wilson Robert N. Wilson **Signature of Reporting Person November 4 , 2002 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.