JOHNSON & JOHNSON — Director's Dealing 2011

Nov 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2011-11-03

Reporting Person: DEYO RUSSELL C (VP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-03	Common Stock	M	123300	$57.30	Acquired	272080	Direct
2011-11-03	Common Stock	S	123300	$64.09	Disposed	148780	Direct
2011-10-31	Common Stock	J	317	—	Acquired	7156	Indirect
2011-06-16	Common Stock	G	594	—	Acquired	2634	Indirect
2011-06-16	Common Stock	G	594	—	Acquired	3333	Indirect
2011-06-16	Common Stock	G	1188	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-03	Employee Stock Option (Right to Buy)	$57.30	M	123300	Disposed	2012-02-10	Common Stock (123300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1703	Indirect
Common Stock	10771	Indirect

Footnotes

F1: Adjusted to reflect: 03/10/2011 addition of 2,551 shares formerly held by GRAT; and 06/16/11 addition of 973 shares formerly held by GRAT.

F2: On May 26, 2004, the reporting person contributed shares of common stock to a grantor retained annuity trust for the benefit of himself and his children. Upon termination of the trust, on June 16, 2011, 594 shares were transferred to each of the reporting person's children. The remaining 973 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

F3: This transaction was executed in multiple trades at prices ranging from $64.00 to $64.16. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (10/31/2011).

F5: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (10/31/2011).

F6: 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.

F7: Awarded under Issuer's Stock Option Plan and exercisable in full starting three years from date of grant.