Baxter International (BAX) Form 4 BAXTER INTERNATIONAL / Cristiano Franzi ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Franzi Cristiano

(Last) (First) (Middle)

ONE BAXTER PARKWAY

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [ BAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, President, EMEA

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2020

4. If Amendment, Date of 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

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, $1 par value	06/08/2020		M(2)		46,600	A	$62.23	85,688	D
Common Stock, $1 par value	06/08/2020		S		23,900	D	$87.33(3)	61,788	D
Common Stock, $1 par value	06/08/2020		S		22,700	D	$87.96(4)	39,088	D

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 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: 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
Stock Option (Right to Buy)	$62.23	06/08/2020		M			46,600	(1)	09/01/2027	Common Stock, $1 par value	46,600	$0	23,400	D

Explanation of Responses:

1. The options are exercisable in three equal annual installments beginning on September 1, 2018, the first anniversary of the grant date. On September 4, 2018 and September 3, 2019, 23,333 options became exercisable for a total of 46,666 exercisable options.

2. Transaction effected pursuant to a Rule 10b5-1 trading plan entered into by Mr. Franzi with respect to certain vested stock options previously granted by Baxter International Inc. ("BII") to Mr. Franzi.

3. Price reflects weighted average sales price. Range of prices for transactions are $ 86.77 through $87.77. Full information regarding the number of shares sold at each separate price will be provided by BII upon request.

4. Price reflects weighted average sales price. Range of prices for transactions are $ 87.78 through $88.17 Full information regarding the number of shares sold at each separate price will be provided by BII upon request.

Remarks:

	/s/ Matthew Rice, as attorney in-fact for Cristano Franzi	06/10/2020
	** 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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