MacDonald Kathy Ann 4

4 · Mead Johnson Nutrition Co · Filed Mar 6, 2012

Form 4

Period: 2012-03-02

Acting Controller

Transactions

Award
Performance Shares
2012-03-02+1,470.5→ 3,927.5 total
→ Common Stock (1,470.5 underlying)
Award
Performance Shares
2012-03-02+732.7→ 4,660.2 total
→ Common Stock (732.7 underlying)
Award
Restricted Stock Units
2012-03-02+397→ 2,700 total
→ Common Stock (397 underlying)
Award
Performance Shares
2012-03-02+615.4→ 5,275.6 total
→ Common Stock (615.4 underlying)
Award
Stock Option (Right to Buy)
2012-03-02$78.26/sh+2,026$158,555→ 2,026 total
Exp: 2022-03-02→ Common Stock (2,026 underlying)

Footnotes (9)

[F1]Each performance share converts into one share of common stock upon distribution in the first quarter of 2012.
[F2]Consists of performance shares earned under the 2009-2011 Performance Share Award.
[F3]Each performance share converts into one share of common stock upon distribution in the first quarter of 2013.
[F4]Consists of performance shares earned under the 2010-2012 Performance Share Award.
[F5]Each performance share converts into one share of common stock upon distribution in the first quarter of 2014.
[F6]Consists of performance shares earned under the 2011-2013 Performance Share Award.
[F7]Each restricted stock unit converts into one share of common stock upon vesting.
[F8]Each restricted stock unit vests in full on the fourth anniversary of the grant date.
[F9]One-third of these options will vest on each of the first, second and third anniversaries of the grant date.

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