Burhans Stanley D 4

4 · Mead Johnson Nutrition Co · Filed Mar 4, 2011

Form 4

Period: 2010-02-24

Vice President and Controller

Transactions

Award
Stock Option (Right to Buy)
2011-03-02$58.86/sh+5,102$300,304→ 5,102 total
Exp: 2021-03-02→ Common Stock (5,102 underlying)
Award
Performance Shares
2010-02-24+2,613→ 2,613 total
→ Common Stock (2,613 underlying)
Award
Performance Shares
2011-03-02+2,521.132→ 5,134.132 total
→ Common Stock (2,521.132 underlying)
Award
Performance Shares
2011-03-02+1,016.096→ 6,150.228 total
→ Common Stock (1,016.096 underlying)
Award
Restricted Stock Units
2011-03-02+999→ 9,776 total
→ Common Stock (999 underlying)

Footnotes (7)

[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 restricted stock unit converts into one share of common stock upon vesting.
[F6]Each restricted stock unit vests in full on the fourth anniversary of the grant date.
[F7]One-third of these options will vest on each of the first, second and third anniversaries of the grant date.

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