JOHNSON & JOHNSON — Director's Dealing 2012

Oct 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2012-10-19

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-19	Common Stock	M	20400	$52.20	Acquired	68258	Direct
2012-10-19	Common Stock	S	20400	$71.95	Disposed	47858	Direct
2012-09-30	Common Stock	J	8	—	Acquired	57	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-19	Employee Stock Option (Right to Buy)	$52.20	M	18485	Disposed	2013-02-08	Common Stock (18485)	Direct
2012-10-19	Employee Stock Option (Right to Buy)	$52.20	M	1915	Disposed	2013-02-08	Common Stock (1915)	Direct
2012-09-30	Deferred Share Units	$	A	314	Acquired		Common Stock (314)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	225	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $71.94 to $71.95. 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.

F2: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (9/30/2012).

F3: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (09/30/2012).

F4: Awarded under Issuer's Stock Option Plan and exercisable in full starting one day after the third anniversary of the grant.

F5: The Deferred Share Units acquired under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement (with each Deferred Share Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Deferred Share Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.