JOHNSON & JOHNSON — Director's Dealing 2003

Feb 12, 2003

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 and Dye's Section 16 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Langbo, Arnold G. | 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 Officer (give title below) Other (specify below) |
| --- | --- | --- | --- |
| (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 February 10, 2003 | |
| (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) | 2. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4) | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or (D) | Price | | | |
| Common | 01/16/01 (1) | P | | 92 | A | $46.94 | | I | By Broker-Directed IRA |
| Common | 02/01/01 (1) | P | | 86 | A | $46.94 | | I | By Broker-Directed IRA |
| Common | 02/07/01 (1) | S | | 34 | D | $47.46 | | I | By Broker-Directed IRA |
| Common | 05/17/01 (1) | P | | 20 | A | $49.72 | | I | By Broker-Directed IRA |
| Common | 05/17/01 (1) | P | | 10 | A | $49.72 | | I | By Broker-Directed Living Trust |
| Common | 07/25/2001 | P | | 27 | A | $52.27 | | I | By Broker-Directed IRA |
| Common | 07/25/2001 | P | | 19 | A | $52.27 | | I | By Broker-Directed Living Trust |
| Common | 07/26/2001 | P | | 8 | A | $52.85 | | I | By Broker-Directed IRA |
| Common | 07/26/2001 | P | | 6 | A | $52.85 | | I | By Broker-Directed Living Trust |
| Common | 08/22/2001 | P | | 20 | A | $54.52 | | I | By Broker-Directed IRA |
| Common | 08/22/2001 | P | | 15 | A | $54.52 | 50 | I | By Broker-Directed Living Trust |
| Common | 01/11/2002 | G | V | 900 | D | | | | |
| Common | 01/18/2002 | S | | 10 | D | $59.87 | | I | By Broker-Directed IRA |
| Common | 10/23/2002 | S | | 15 | D | $57.06 | 194 | I | By Broker-Directed IRA |
| Common | 12/02/2002 | G | V | 800 | D | | 135 (2) | D | |
| Common | 01/11/2002 | G | V | 900 | A | | 900 (3) | I | Held in Trust for Wife |
| Common | | | | | | | 700 | I | Held in Foundation |

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 | 3A. Deemed Execution Date, if any (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) | | 8. Price of Derivative
Security (Instr. 5) | 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 (4) | 1 for 1 | | | | | | | | Common | | | 32,502 | D |
| Employee Stock Option (Right to Buy) (5) | $52.20 | 2/10/2003 | A | | 6,300 | | 02/10/04 | 02/09/13 | Common | 6,300 | $52.20 | 6,300 | D |

Explanation of Responses: (1) Adjusted to reflect two-for-one stock split. (2) Includes 400 shares previously reported as owned by Reporting Person but omitted from recent Form 4 filings due to clerical error (adjusted to reflect two-for-one stock split). (3) The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 or for any other purpose. (4) The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan as of January 31, 2003 are to be settled in cash upon the Reporting Person's Retirement. (5) Issued pursuant to Issuer's Stock Option Plan.

By: /s/ A. G. Langbo A. G. Langbo **Signature of Reporting Person February 11, 2003 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.