Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Wandell, Keith E.

2. Issuer Name and Ticker or Trading Symbol
Johnson Controls, Inc. (JCI)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice President                                    

(Last)      (First)     (Middle)

5757 N. Green Bay Avenue
P.O. Box 591

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
December 5, 2002

(Street)

Milwaukee, WI 53201-0591

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

14,991

D

 

Common Stock

 

 

 

 

 

 

 

2,521

I

By 401(k) Plan Trust

Preferred Stock Series D

 

 

 

 

 

 

 

1,038

I

By 401(k) Plan ESOP Trust

Common Stock

 

 

 

 

 

 

 

176

I

By Custodian For Child
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units/Excess Benefit Plan-Common

1-for-1

 

 

 

 

 

 

 (1)

 (1)

Common Stock

1,435

 

1,435

D

 

Phantom Stock Units/Excess Benefit Plan-Preferred

1-for-1

 

 

 

 

 

 

 (1)

 (1)

Preferred Stock Series D

732

 

732

D

 

Stock Appreciation Rights/ Tandem Stock Option (2)

$57.7813

 

 

 

 

 

 

11/18/00

11/18/08

Common Stock

4,250

 

4,250

D

 

Stock Option/Tandem SAR(2)

$57.7813

 

 

 

 

 

 

11/18/00

11/18/08

Common Stock

4,250

 

4,250

D

 

Stock Option

$57.7813

 

 

 

 

 

 

11/18/00

11/18/08

Common Stock

4,250

 

4,250

D

 

Stock Option

$58.4063

 

 

 

 

 

 

11/17/01

11/17/09

Common Stock

25,000

 

25,000

D

 

Stock Option

$56.8438

 

 

 

 

 

 

11/15/02(3)

11/15/10

Common Stock

25,000

 

25,000

D

 

Stock Option

$80.23

 

 

 

 

 

11/14/03(3)

11/14/11

Common Stock

20,000

 

20,000

D

 

Stock Option

$80.595

 

 

 

 

 

11/20/04(3)

11/20/12

Common Stock

42,000

 

42,000

D

 

Phantom Stock Units/LTPP

1-for-1

12/5/2002

 

A

 

1569.59

 

 (4)

 (4)

Common Stock

1569.59

 

4,722.7

D

 

Phantom Stock Units/Restricted Stock Grant

1-for-1

 

 

 

 

 

 (5)

 (5)

Common Stock

109.1

 

109.1

D

 

Explanation of Responses:

(1) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(2) The stock option and the stock appreciation rights were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.
(3) The options become exercisable two years after the grant date in 50% increments. The first 50% becomes exercisable this date and the balance becomes exercisable the following year.
(4) The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement.
(5) The phantom stock units were accrued as dividends under the Johnson Controls Restricted Stock Deferral Plan and are to be settled 100% in cash upon the reporting person's retirement.
  By: /s/ Arlene D. Gumm
             Attorney-In-Fact for Keith E. Wandell
**Signature of Reporting Person		 12/6/2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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