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: WELDON WILLIAM C (Director, Chairman/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-17	Common Stock	A	7033	—	Acquired	335623	Direct

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	628911	Acquired	2022-01-17	Common Stock (628911)	Direct
2012-01-17	Restricted Share Units	$	A	45673	Acquired		Common Stock (45673)	Direct
2012-01-17	Performance Share Units	$	A	114182	Acquired		Common Stock (114182)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32582	Indirect
Common Stock	87376	Indirect

Footnotes

F1: Awarded under Issuer's Executive 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: Awarded under Issuer's Long-Term Incentive Plan.

F4: Each Restricted Share Unit represents a contingent right to receive one share of Common Stock.

F5: The Restricted Share Units vest three years after date of grant.

F6: Each Performance Share Unit converts into one share of Common Stock upon distribution in the first quarter of 2015 based on a performance factor.