Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kesseler Brian J
  2. Issuer Name and Ticker or Trading Symbol
JOHNSON CONTROLS INC [JCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Pres., Power Solutions
(Last)
(First)
(Middle)
5757 N. GREEN BAY AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2013
(Street)

MILWAUKEE, WI 53209
4. If Amendment, Date Original Filed(Month/Day/Year)
6. 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership 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 01/23/2013   A   10,200 A (1) 42,534.068 D  
Common Stock               10,681.797 (2) I By 401(k) Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 30.73 01/23/2013   A   14,300   01/23/2015(3) 01/23/2023 Common Stock 14,300 $ 0 14,300 D  
Phantom Stock Units - Restricted Stock Grants (1)               (4)   (4) Common Stock 486.57   486.57 D  
Employee Stock Option (Right to Buy) $ 20.5633             11/17/2006 11/17/2014 Common Stock 26,000   26,000 D  
Employee Stock Option (Right to Buy) $ 22.5617             11/16/2007 11/16/2015 Common Stock 150,000   150,000 D  
Employee Stock Option (Right to Buy) $ 23.965             10/02/2008 10/02/2016 Common Stock 60,000   60,000 D  
Employee Stock Option (Right to Buy) $ 40.21             10/01/2009 11/16/2017 Common Stock 30,000   30,000 D  
Employee Stock Option (Right to Buy) $ 28.79             10/01/2010 10/01/2018 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 24.87             10/01/2011 10/01/2019 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 30.54             10/01/2012(3) 10/01/2020 Common Stock 35,000   35,000 D  
Employee Stock Option (Right to Buy) $ 28.54             10/07/2013(3) 10/07/2021 Common Stock 28,500   28,500 D  
Employee Stock Option (Right to Buy) $ 27.85             10/05/2014(3) 10/05/2022 Common Stock 36,700   36,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kesseler Brian J
5757 N. GREEN BAY AVENUE
MILWAUKEE, WI 53209
      VP & Pres., Power Solutions  

Signatures

 Angela M. Blair, Attorney-in-fact for Brian J. Kesseler   01/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of phantom stock is the economic equivalent of one share of Johnson Controls common stock.
(2) The number of underlying securities is based on the stock fund balance on January 23, 2013. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 96% company stock and 4% money market fund. The stock account balance reflected in this report is based on a January 23, 2013 stock fund price of $30.73 per share.
(3) Fifty percent of the options vest after two years and the remaining 50% vests after three years.
(4) The restricted stock units accrue under the Johnson Controls Restricted Stock Plan. The balance includes phantom stock and dividend equivalent units that settle 100% in cash and relate to restricted stock awards.

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