JOHNSON & JOHNSON — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2012-02-13

Reporting Person: PRINCE CHARLES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	A	1543	—	Acquired	20645	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Deferred Share Units	$	A	694	Acquired		Common Stock (694)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	800	Indirect

Footnotes

F1: Annual grant of Restricted Stock issued to Non-Employee Directors under Issuer's Long-Term Incentive Plan.

F2: 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.

F3: Grant of Deferred Share Units issued to Non-Employee Directors under Issuer's Amended and Restated Deferred Fee Plan for Directors.

F4: 1 for 1

F5: The Deferred Share Units acquired under the Issuer's Amended and Restated Deferred Fee Plan for Directors 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).