Richard John Davies Form 4 HOSPIRA / Richard John Davies 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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X

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^*

Davies Richard John

(Last) (First) (Middle)

C/O HOSPIRA, INC.

275 NORTH FIELD DRIVE

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOSPIRA INC [ HSP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2015

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	09/03/2015		A(1)		9,173	A	$0	80,188	D
Common Stock	09/03/2015		A(2)		15,744	A	$0	95,932	D
Common Stock	09/03/2015		A(3)		12,066	A	$0	107,998	D
Common Stock	09/03/2015		M(4)		89,820	A	$35.36	197,818	D
Common Stock	09/03/2015		M(5)		56,911	A	$28.95	254,729	D
Common Stock	09/03/2015		M(6)		44,444	A	$42.7	299,173	D
Common Stock	09/03/2015		D		299,173	D	$90	0	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 Options (right to buy)	$35.36	09/03/2015		M			89,820	(4)	02/28/2019	Common Stock	89,820	$0	0	D
Stock Options (right to buy)	$28.95	09/03/2015		M			56,911	(5)	02/26/2020	Common Stock	56,911	$0	0	D
Stock Option (right to buy)	$42.7	09/03/2015		M			44,444	(6)	02/25/2021	Common Stock	44,444	$0	0	D

Explanation of Responses:

1. Vesting of performance share units for the 2014-2016 performance cycle. The award provided for vesting based on achievement of total shareholder return over a three year performance period relative to the performance of a pre-established peer group, or upon a change of control. Thus, the units vested on September 3, 2015.

2. Vesting of performance share units for the 2013-2015 performance cycle. The award provided for vesting based on achievement of total shareholder return over a three year performance period relative to the performance of a pre-established peer group, or upon a change of control. Thus, the units vested on September 3, 2015.

3. Vesting of a performance-contingent restricted stock units award granted February 27, 2013. The units were earned when Hospira's stock price appreciated 20% over the fair market value on the date of grant, and maintained that price for a 30 consecutive trading day period (based on Hospira's closing market price on those 30 consecutive days). Since the units were earned, the award provided for three-year time based cliff vesting, or upon a change of control. Thus, vesting of the units was accelerated upon a change of control.

4. Exercise of stock options granted on 3/1/2012, which vested in four equal installments on March 1, 2013, 2014, 2015, and 2016. The vesting of the last tranche of options was accelerated in connection with the change of control.

5. Exercise of stock options granted on 2/27/2013, which vest in four annual installments on February 27, 2014, 2015, 2016 and 2017. The vesting of the last two tranches of options was accelerated in connection with the change of control.

6. Exercise of stock options granted on 2/26/2014, which vest in four annual installments on February 26, 2015, 2016, 2017 and 2018. The vesting of the last three tranches of options was accelerated in connection with the change of control.

Remarks:

Updating Power of Attorney to reflect changes in staff.

	Koreen A. Ryan, Attorney in Fact	09/03/2015
	** Signature of Reporting Person	Date
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