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JOHNSON & JOHNSON Director's Dealing 2010

Dec 20, 2010

29750_dirs_2010-12-20_5eac4e47-6077-4781-8c10-18f8ada7adc1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2010-12-17

Reporting Person: GOGGINS COLLEEN A (Member, Executive Committee)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-17 Common M 1700 $57.30 Acquired 107622 Direct
2010-12-17 Common F 1561 $62.40 Disposed 106061 Direct
2010-12-17 Common M 1915 $52.20 Acquired 107976 Direct
2010-12-17 Common F 1601 $62.40 Disposed 106375 Direct
2010-12-17 Common M 1850 $53.93 Acquired 108225 Direct
2010-12-17 Common F 1598 $62.40 Disposed 106627 Direct
2010-11-30 Common J 10 Acquired 182 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-12-17 Employee Stock Options (Right to Buy) $57.30 M 1700 Disposed 2012-02-10 Common Stock (1700) Direct
2010-12-17 Employee Stock Options (Right to Buy) $52.20 M 1915 Disposed 2013-02-08 Common Stock (1915) Direct
2010-12-17 Employee Stock Options (Right to Buy) $53.93 M 1850 Disposed 2014-02-07 Common Stock (1850) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 1029 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock Units $ Common Stock (0) 17462 Direct

Footnotes

F1: Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2010).

F2: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (11/30/2010).

F3: The Phantom Stock converts into common stock on a one-for-one basis.

F4: Phantom Stock Units held under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement (with each Phantom Stock Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Phantom Stock Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.

F5: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.