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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hill-Rom Holdings, Inc. [ HRC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/13/2021 | D | 16,539 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $41.53 | 12/13/2021 | D | 3,149 | (2) | 11/18/2023 | Common Stock | 3,149 | $114.47(2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $44.93 | 12/13/2021 | D | 10,040 | (3) | 11/17/2024 | Common Stock | 10,040 | $111.07(3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $51.33 | 12/13/2021 | D | 9,719 | (4) | 11/16/2025 | Common Stock | 9,719 | $104.67(4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $53.7 | 12/13/2021 | D | 10,215 | (5) | 11/14/2026 | Common Stock | 10,215 | $102.3(5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $78.16 | 12/13/2021 | D | 7,620 | (6) | 11/08/2027 | Common Stock | 7,620 | $77.84(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $96.96 | 12/13/2021 | D | 6,601 | (7) | 11/07/2028 | Common Stock | 6,601 | $59.04(7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $103.11 | 12/13/2021 | D | 9,771 | (8) | 11/06/2029 | Common Stock | 9,771 | $52.89(8) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $94.14 | 12/13/2021 | D | 12,833 | (9) | 11/11/2030 | Common Stock | 12,833 | $61.86(9) | 0 | D | ||||
| Performance-Based Restricted Stock Units (11/06/2019) | (10) | 12/13/2021 | D | 4,700 | (11) | (11) | Common Stock | 4,700 | (11) | 0 | D | ||||
| Performance-Based Restricted Stock Units (11/11/2020) | (10) | 12/13/2021 | D | 6,505 | (12) | (12) | Common Stock | 6,505 | (12) | 0 | D | ||||
| Restricted Stock Units (11/06/2019) | (13) | 12/13/2021 | D | 789 | (14) | (14) | Common Stock | 789 | (14) | 0 | D | ||||
| Restricted Stock Units (11/11/2020) | (13) | 12/13/2021 | D | 2,165 | (15) | (15) | Common Stock | 2,165 | (15) | 0 | D | ||||
| Restricted Stock Units (11/10/2021) | (13) | 12/13/2021 | D | 8,796 | (16) | (16) | Common Stock | 8,796 | (16) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Merger Agreement between Hill-Rom Holdings, Inc., Baxter International Inc. ("Baxter"), and a wholly-owned subsidiary of Baxter (the "Merger Agreement") in exchange for a cash payment of $156.00 per share of common stock. |
| 2. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 18, 2014, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 3. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 17, 2015, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 4. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 16, 2016, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 5. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 14, 2017, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 6. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 9, 2018, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 7. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 7, 2019, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 8. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 6, 2020, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 9. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 11, 2021, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. |
| 10. Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. |
| 11. Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 6, 2019, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 146.0% of the target performance level. |
| 12. Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 11, 2020, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 187.5% of the target performance level. |
| 13. Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. |
| 14. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 7, 2020, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. |
| 15. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 12, 2021, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. |
| 16. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 11, 2022, were assumed by Baxter in the merger and converted into a number of restricted stock units granted by Baxter, that relate to shares of Baxter common stock, determined by multiplying the number of restricted stock units by the quotient obtained by dividing (A) 156.00 by (B) the average closing price, rounded down to the nearest cent, per share of Hill-Rom Holdings, Inc. common stock on the New York Stock Exchange for the consecutive period of ten (10) trading days immediately preceding (but not including) the last trading day prior to the closing date of the merger. |
| Remarks: |
| /s/ Ari D. Mintzer as Attorney-in-Fact for Andreas G. Frank | 12/15/2021 | |
| ** 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. | ||