JOHNSON & JOHNSON — Director's Dealing 2019

Feb 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2019-02-08

Reporting Person: Wengel Kathryn E (EVP, Chief GSC Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-08	Common Stock	M	5882.0000	—	Acquired	40196.7975	Direct
2019-02-08	Common Stock	F	2373.0000	$132.0000	Disposed	37823.7975	Direct
2019-02-11	Common Stock	M	6722.0000	—	Acquired	44545.7975	Direct
2019-02-11	Common Stock	A	1102.0000	$0.0000	Acquired	45647.7975	Direct
2019-02-11	Common Stock	F	4047.0000	$131.9400	Disposed	41600.7975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-08	Restricted Share Units	$	M	5882.0000	Disposed		Common Stock (5882.0000)	Direct
2019-02-11	Employee Stock Options (Right to Buy)	$131.9400	A	38753.0000	Acquired	2029-02-11	Common Stock (38753.0000)	Direct
2019-02-11	Performance Share Units	$	M	6722.0000	Disposed		Common Stock (6722.0000)	Direct
2019-02-11	Restricted Share Units	$	A	1896.0000	Acquired		Common Stock (1896.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21.0000	Indirect
Common Stock	281.0000	Indirect

Footnotes

F1: Restricted Share Units awarded under Issuer's Long-Term Incentive Plan on February 8, 2016; converted into shares of Common Stock upon vesting.

F2: Shares withheld for payment of taxes upon vesting of Restricted Share Units.

F3: Performance Share Units awarded under Issuer's Long-Term Incentive Plan on February 8, 2016; converted into shares of Common Stock upon vesting of Performance Share Units and certification of performance results by the Board.

F4: Shares earned due to performance factor of 116.4% upon vesting of Performance Share Units and certification of performance results by the Board.

F5: Shares withheld for payment of taxes upon vesting of Performance Share Units and certification of performance results by the Board.

F6: Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2019).

F7: Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2019).

F8: Awarded under Issuer's Long-Term Incentive Plan.

F9: 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.