Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Urbain Charles M	2. Issuer Name and Ticker or Trading Symbol Mead Johnson Nutrition Co [ MJN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP & Chief Operating Officer
(Last)          (First)          (Middle) 225 NORTH CANAL STREET, 25TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 6/15/2017
(Street) CHICAGO, IL 60606 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/15/2017		D		56442	D	$90   (1)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Units	(2)	6/15/2017		D			3174	(3)	(3) (4)	Common Stock	3174	$90   (3)	0	D
Restricted Stock Units	(2)	6/15/2017		D			2481	(3)	(3) (5)	Common Stock	2481	$90   (3)	0	D
Restricted Stock Units	(2)	6/15/2017		D			5750	(3)	(3) (6)	Common Stock	5750	$90   (3)	0	D
Restricted Stock Units	(2)	6/15/2017		D			9662	(7) (8)	(7) (8)	Common Stock	9662	(7) (8)	0	D
Restricted Stock Units	(2)	6/15/2017		D			14493	(9)	(9)	Common Stock	14493	(9)	0	D
Stock Option (Right to Buy)	$58.86	6/15/2017		D			19898	(10) (11)	3/2/2021	Common Stock	19898	$31.14   (10)	0	D
Stock Option (Right to Buy)	$78.26	6/15/2017		D			15349	(10) (12)	3/2/2022	Common Stock	15349	$11.74   (10)	0	D
Stock Option (Right to Buy)	$74.65	6/15/2017		D			17700	(10) (13)	2/27/2023	Common Stock	17700	$15.35   (10)	0	D
Stock Option (Right to Buy)	$81.55	6/15/2017		D			16203	(10) (14)	2/28/2024	Common Stock	16203	$8.45   (10)	0	D
Stock Option (Right to Buy)	$73.76	6/15/2017		D			38889	(10) (15)	2/28/2026	Common Stock	38889	$16.24   (10)	0	D
Stock Option (Right to Buy)	$73.76	6/15/2017		D			30000	(10) (16)	2/28/2026	Common Stock	30000	$16.24   (10)	0	D
Performance Shares	(17)	6/15/2017		A		1654   (18)		(19) (20)	(19) (20)	Common Stock	1654	$0	2885	D
Performance Shares	(17)	6/15/2017		D			2885	(19) (20)	(19) (20)	Common Stock	2885	$90   (19)	0	D
Performance Shares	(17)	6/15/2017		A		7828   (18)		(19) (21)	(19) (21)	Common Stock	7828	$0	10740	D
Performance Shares	(17)	6/15/2017		D			10740	(19) (21)	(19) (21)	Common Stock	10740	$90   (19)	0	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger, dated February 10, 2017, by and among Mead Johnson Nutrition Company ("MJN"), Reckitt Benckiser Group plc ("RB"), and Marigold Merger Sub, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of MJN common stock held by the reporting person was converted into the right to receive a cash payment equal to $90.00 per share.
(2)	Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock.
(3)	Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person vested and were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) $90.00 per share.
(4)	This RSU was originally scheduled to vest on February 28, 2018.
(5)	This RSU was originally scheduled to vest on February 26, 2019.
(6)	This RSU was originally scheduled to vest on February 29, 2020.
(7)	One-third of this RSU was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2017 grant date. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date.
(8)	In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
(9)	This RSU was originally scheduled to vest on February 28, 2020. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs held by the reporting person converted into phantom RSUs representing a number of shares of RB common stock ("RB RSUs"). With this conversion, the reporting person received a number of RB RSUs equal to: (a) the original number of RSUs granted to the reporting person multiplied by $90.00 per share; divided by (b) the RB share closing price on the London Stock Exchange on the closing date of the merger. The RB RSUs will continue to be subject to time-based vesting over the applicable vesting period and, upon vesting, will settle in cash based on the RB share closing price on the London Stock Exchange on the applicable vesting date. In the event that the reporting person's employment is terminated without "Cause" or for "Good Reason" during the vesting period, the RB RSUs will vest in full as of the date of such termination.
(10)	Pursuant to the Merger Agreement, at the effective time of the merger, the stock options held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the difference, if any, between the merger consideration ($90.00) and the exercise price of the stock option.
(11)	One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2011 grant date.
(12)	One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the March 2, 2012 grant date.
(13)	One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 27, 2013 grant date.
(14)	One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 28, 2014 grant date.
(15)	One-third of this stock option was scheduled to vest on each of the first, second and third anniversaries of the February 29, 2016 grant date.
(16)	One-fourth of this stock option was scheduled to vest on each of the first, second, third and fourth anniversaries of the February 29, 2016 grant date.
(17)	Each performance share ("PSU") represents the contingent right to receive one share of common stock.
(18)	Represents the target number of PSUs for any one year performance period not yet completed as of the effective time of the Merger to which the reporting person became entitled on an accelerated basis pursuant to the Merger Agreement at the effective time of the Merger.
(19)	Pursuant to the Merger Agreement, at the effective time of the merger, the PSUs held by the reporting person were cancelled in exchange for a lump-sum cash payment equal to the product of (i) the PSU Amount and (ii) $90.00 per share. The PSU Amount represents the total number of shares of Mead Johnson common stock that would have been delivered to the reporting person based on (1) actual performance goal achievement for any completed one year performance periods and (2) target performance goal achievement for any one year performance period not yet completed.
(20)	These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2018.
(21)	These PSUs were originally scheduled to convert into shares of common stock upon vesting and settlement in the first quarter of 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Urbain Charles M 225 NORTH CANAL STREET 25TH FLOOR CHICAGO, IL 60606			EVP & Chief Operating Officer

Signatures
/s/ Erin R. McQuade, attorney in fact		6/15/2017
** Signature of Reporting Person		Date

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).
**	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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