JOHNSON & JOHNSON — Director's Dealing 2012

Sep 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2012-09-07

Reporting Person: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Stock	M	323150	$53.93	Acquired	730514	Direct
2012-09-07	Common Stock	S	323150	$67.66	Disposed	407364	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Employee Stock Option (Right to Buy)	$53.93	M	323150	Disposed	2014-02-07	Common Stock (323150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32582	Indirect
Common Stock	46736	Indirect

Footnotes

F1: Adjusted to reflect addition of 40,640 share formerly held by GRAT.

F2: This transaction was executed in multiple trades at prices ranging from $67.52 to $67.80. 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.

F3: 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.

F4: Adjusted to reflect deduction of 40,640 shares which were transferred into directly held shares.

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