JOHNSON & JOHNSON — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2014-02-10

Reporting Person: Caruso Dominic J (VP, Finance; CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Employee Stock Options (Right to Buy)	$90.44	A	158277	Acquired	2024-02-09	Common Stock (158277)	Direct
2014-02-10	Restricted Share Units	$	A	10779	Acquired		Common Stock (10779)	Direct
2014-02-10	Performance Share Units	$	A	26947	Acquired		Common Stock (26947)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61600	Direct
Common Stock	68	Indirect
Common Stock	225	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Share Units	$		Common Stock (0)	12446	Direct

Footnotes

F1: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2014).

F2: Shares held by ESOP under the Johnson & Johnson Savings Plan as of Plan's most recent reporting date (1/31/2014).

F3: The Deferred Share Units held 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).

F4: Awarded under Issuer's Long-Term Incentive Plan.

F5: Awarded under Issuer's Long-Term Incentive Plan. Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

F6: Awarded under Issuer's Long-Term Incentive Plan. Performance Share Units convert into shares of Common Stock upon distribution in the first quarter of 2017 based on a performance factor.