FORM 4 |
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION |
OMB APPROVAL |
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 |
OMB
Number: 3235-0287 Filed By Romeo & Dye's Instant Form 4 Filer |
1. Name and Address of Reporting Person* Satcher, David |
2. Issuer Name and
Ticker or Trading Symbol |
6. Relationship of
Reporting Person(s)
|
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(Last) (First) (Middle) One Johnson & Johnson Plaza |
3. I.R.S. Identification
Number
|
4. Statement for Month/Day/Year November 15, 2002 |
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(Street) New Brunswick, NJ 08933 |
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 |
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(City) (State) (Zip) |
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security |
2. Trans- |
2A. Deemed |
3. Trans- |
4. Securities Acquired
(A) or Disposed of (D) |
5. Amount of |
6. Owner- |
7. Nature of Indirect
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Code |
V |
Amount |
(A) |
Price |
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Common |
|
|
|
|
|
|
|
160 |
D |
|
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 |
1. Title of Derivative
Security |
2. Conver- |
3. Trans- |
3A. Deemed Execution Date, if any (Month/ Day/ Year) |
4. Trans- |
5. Number of Derivative
Securities Acquired (A) or Disposed of (D) |
6. Date Exercisable |
7. Title and Amount
of Underlying Securities |
8. Price of Derivative
Security |
9. Number of |
10. Owner- |
11. Nature of Indirect
Beneficial Ownership |
||||
Code |
V |
(A) |
(D) |
Date Exer-cisable |
Expira- |
Title |
Amount or Number
of |
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Phantom Stock Units(1) | 1 for 1 |
11/15/2002 |
|
J |
|
93 |
|
|
|
Common |
93 |
$60.39 |
351 |
D |
|
Explanation of Responses: (1) The Phantom Stock Units were acquired under the Issuer's Non-Employee Director Deferred Fee Plan on November 15, 2002 at $60.39 per share and are to be settled in cash upon the Reporting Person's Retirement. |
By: /s/ M. H. Ullmann M.H. Ullmann, Attorney in Fact for D. Satcher **Signature of Reporting Person |
November 18, 2002 Date |
**Intentional misstatements
or omissions of facts constitute Federal Criminal Violations. Note: File three
copies of this Form, one of which must be manually signed. 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 Number.
|
POWER OF ATTORNEY Know all persons by these presents, that the undersigned hereby constitutes and appoints each of Roger S. Fine, John A. Papa and Michael H. Ullmann, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Johnson & Johnson (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") and Forms 144 in accordance with Rule 144 of the Securities Act of 1933 (the "Securities Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 of the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports pursuant to Section 16 of the Exchange Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below. /s/ D. Satcher Name: D. Satcher Date: September 30, 2002