JOHNSON & JOHNSON — Director's Dealing 2012

Jan 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2012-01-17

Reporting Person: McCoy Sherilyn S (Member, Executive Committee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-17	Common Stock	A	2925	—	Acquired	52168	Direct
2011-12-31	Common Stock	J	66	—	Acquired	6417	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-17	Employee Stock Option (Right to Buy)	$65.37	A	231951	Acquired	2022-01-17	Common Stock (231951)	Direct
2012-01-17	Restricted Share Units	$	A	16845	Acquired		Common Stock (16845)	Direct
2012-01-17	Performance Share Units	$	A	42112	Acquired		Common Stock (42112)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1316	Indirect
Common Stock	17292	Indirect

Footnotes

F1: Awarded under Issuer's Executive Incentive Plan.

F2: Shares acquired in the Johnson & Johnson Stock Fund under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2011).

F3: Shares held by ESOP under Johnson & Johnson's 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2011).

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 Long-Term Incentive Plan.

F6: Each Restricted Share Unit represents a contingent right to receive one share of Common Stock.

F7: The Restricted Share Units vest three years after date of grant.

F8: Each Performance Share Unit converts into one share of Common Stock upon distribution in the first quarter of 2015 based on a performance factor.