Eduardo S Menasce Form 4 Hillenbrand / EDUARDO S MENASCE 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MENASCE EDUARDO S

(Last)

(First)

(Middle)

ONE BATESVILLE BOULEVARD

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Deferred Stock Award) 2/11/05	⁽¹⁾	12/30/2016		A⁽²⁾		13		⁽³⁾	⁽³⁾	Common Stock	13	$38.35	2,558	D
Restricted Stock Units (Deferred Sock Award) 2/13/06	⁽¹⁾	12/30/2016		A⁽²⁾		13		⁽³⁾	⁽³⁾	Common Stock	13	$38.35	2,502	D
Restricted Stock Units (Deferred Stock Award) 2/9/07	⁽¹⁾	12/30/2016		A⁽²⁾		13		⁽³⁾	⁽³⁾	Common Stock	13	$38.35	2,449	D
Restricted Stock Units (Deferred Stock Award) 2/11/08	⁽¹⁾	12/30/2016		A⁽²⁾		12		⁽³⁾	⁽³⁾	Common Stock	12	$38.35	2,402	D
Restricted Stock Units (Deferred Stock Award) 2/11/09	⁽¹⁾	12/30/2016		A⁽²⁾		32		⁽³⁾	⁽³⁾	Common Stock	32	$38.35	6,191	D
Restricted Stock Units (Deferred Stock Award 2/24/10)	⁽¹⁾	12/30/2016		A⁽²⁾		28		⁽³⁾	⁽³⁾	Common Stock	28	$38.35	5,545	D
Restricted Stock Units (Deferred Stock Award) 2/23/11	⁽¹⁾	12/30/2016		A⁽²⁾		26		⁽³⁾	⁽³⁾	Common Stock	26	$38.35	4,984	D
Restricted Stock Units (Deferred Stock Award) 2/22/12	⁽¹⁾	12/30/2016		A⁽²⁾		24		⁽³⁾	⁽³⁾	Common Stock	24	$38.35	4,740	D
Restricted Stock Units (Deferred Stock Award) 2/27/13	⁽¹⁾	12/30/2016		A⁽²⁾		22		⁽³⁾	⁽³⁾	Common Stock	22	$38.35	4,329	D
Restricted Stock Units (Deferred Stock Award 2/26/14)	⁽¹⁾	12/30/2016		A⁽²⁾		17		⁽³⁾	⁽³⁾	Common Stock	17	$38.35	3,426	D
Restricted Stock Units (Deferred Stock Award 2/25/15	⁽¹⁾	12/30/2016		A⁽²⁾		17		⁽³⁾	⁽³⁾	Common Stock	17	$38.35	3,373	D
Restricted Stock Units (Deferred Stock Award 2/24/2016	⁽¹⁾	12/30/2016		A⁽²⁾		20		⁽³⁾	⁽³⁾	Common Stock	20	$38.35	3,835	D
RESTRICTED STOCK UNITS CUMULATIVE TOTAL	⁽¹⁾							⁽³⁾	⁽³⁾	Common Stock	46,334⁽⁴⁾		46,334⁽⁴⁾	D

Explanation of Responses:

1. Conversion of Exercise Price of Derivative Securities is 1-for-1.

2. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates.

3. These stock units vest immediately upon grant. However, delivery of these shares will not occur until the occurrence of one of the following: a change in control of the Company, the director's death or permanent and total disability, or one day after the date the director ceases to be a director of the Company.

4. This amount represents cumulative total of all Restricted Stock Units (deferred stock awards) granted to reporting person. This cumulative total does not represent additional Restricted Stock Units granted to the reporting person, but is merely a total of all awards reported separately on this SEC Form 4.

Remarks:

	By Carol A. Roell As Attorney-In-Fact for Eduardo S. Menasce	01/03/2017
	** 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 Number.

Eduardo S Menasce Form 4Hillenbrand / EDUARDO S MENASCE ownership change