Kornelis J. Storm Form 4 BAXTER INTERNATIONAL / KORNELIS J. STORM 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^*

STORM KORNELIS J.

(Last) (First) (Middle)

C/O BAXTER INTERNATIONAL

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

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, par value $1.00 per share	07/01/2015		J		1,414(1)	A	$0.00	19,008	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)	$20.96(2)							(3)	05/09/2016	Common Stock, par value $1.00 per share	5,660		5,660	D
Stock Option (Right to Buy)	$30.73(2)							(3)	05/01/2017	Common Stock, par value $1.00 per share	4,280		4,280	D
Stock Option (Right to Buy)	$33.77(2)							(3)	05/06/2018	Common Stock, par value $1.00 per share	3,760		3,760	D
Stock Option (Right to Buy)	$26.78(2)							(3)	05/05/2019	Common Stock, par value $1.00 per share	5,680		5,680	D
Stock Option (Right to Buy)	$24.27(2)							(3)	05/04/2020	Common Stock, par value $1.00 per share	4,320		4,320	D
Stock Option (Right to Buy)	$31.26(2)							(3)	05/03/2021	Common Stock, par value $1.00 per share	4,990		4,990	D
Stock Option (Right to Buy)	$29.52(2)							(3)	05/08/2022	Common Stock, par value $1.00 per share	4,020		4,020	D
Stock Option (Right to Buy)	$36.93(2)							(3)	05/07/2023	Common Stock, par value $1.00 per share	3,930		3,930	D
Stock Option (Right to Buy)	$39.83(2)							(3)	05/06/2024	Common Stock, par value $1.00 per share	4,110		4,110	D
Stock Option (Right to Buy)	$37.5(4)	07/01/2015		J		4,979(4)		(5)	05/05/2025	Common Stock, par value $1.00 per share	4,979	$0.00	10,789	D

Explanation of Responses:

1. In connection with the spin-off (the "Spin-off") of Baxalta Incorporated ("Baxalta") from Baxter International Inc. ("Baxter"), the reporting person received a grant of 1,414 restricted stock units as a result of the adjustment of existing Baxter restricted stock units held by the reporting person prior to the Spin-off. The restricted stock units vest on the date of the Baxter 2016 annual meeting of shareholders.

2. Represents options to purchase Baxter common stock awarded to the reporting person prior to the Spin-off. In connection with the Spin-off, the exercise price of the option was adjusted, and the reporting person received options to purchase shares of Baxalta common stock, to preserve the pre-Spin-off intrinsic value of the existing Baxter option award.

3. This option is presently exercisable in full.

4. In connection with the Spin-off, the number of shares subject to this option and the exercise price have been adjusted to preserve the pre-Spin-off intrinsic value of the existing Baxter option award.

5. The date exercisable is the date of the Baxter 2016 annual meeting of shareholders.

Remarks:

	/s/ David P. Scharf, as attorney-in-fact for Kornelis J. Storm	07/06/2015
	** 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.