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
                                                                                  
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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 *

Sheller Patrick 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)
SVP, Gen. Counsel & Secretary
(Last)          (First)          (Middle)

2701 PATRIOT BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2017
(Street)

GLENVIEW, IL 60026
(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

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 Unit (RSU)     (1) 2/28/2017     A      5981         (2) 2/28/2020   Common Stock   5981   $0.00   (3) 5981   D    
Restricted Stock Unit (RSU)     (1) 2/28/2017     A      8971       2/28/2020   2/28/2020   Common Stock   8971   $0.00   (3) 8971   D    
Performance Shares     (4) 2/28/2017     A      945         (5)   (5) Common Stock   945   $0.00   (3) 945   D    
Performance Shares     (6) 2/28/2017     A      1323         (7)   (7) Common Stock   1323   $0.00   (3) 1323   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the contingent right to receive one share of common stock.
( 2)  One-third of the restricted stock unit award will vest on each of the first, second and third anniversaries of the grant date.
( 3)  The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.
( 4)  Represents the current tranche of performance shares earned under the 2015 - 2017 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
( 5)  Each performance share will convert into one share of common stock upon vesting and settlement in the first quarter of 2018.
( 6)  Represents the current tranche of performance shares earned under the 2016 - 2018 performance share award as of February 28, 2017, at which date the Compensation and Management Development Committee certified the extent to which the 2016 performance criteria were met. Each earned performance share represents the contingent right to receive one share of common stock.
( 7)  Each performance share will convert into one share 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
Sheller Patrick M
2701 PATRIOT BLVD
GLENVIEW, IL 60026

SVP, Gen. Counsel & Secretary

Signatures
/s/ Erin R. McQuade, attorney in fact 3/2/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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