JOHNSON & JOHNSON — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	S	15000	$65.79	Disposed	135020	Direct
2012-02-03	Common Stock	M	1700	$57.30	Acquired	136720	Direct
2012-02-03	Common Stock	F	1485	$65.59	Disposed	135235	Direct
2012-01-31	Common Stock	J	32	—	Acquired	7265	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Employee Stock Option (Right to Buy)	$57.30	M	1700	Disposed	2012-02-10	Common Stock (1700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1703	Indirect
Common Stock	10771	Indirect
Common Stock	2634	Indirect
Common Stock	3058	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $65.79 to $65.80. 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.

F2: Shares acquired in the Johnson & Johnson Stock Fund under the 401(k) Savings Plan as of Plan's most recent reporting date (01/31/2012).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (01/31/2012).

F4: 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.

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