Brian Goff Form 4 Baxalta / Brian Goff 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^*

Goff Brian

(Last) (First) (Middle)

C/O BAXALTA INCORPORATED

1200 LAKESIDE DRIVE

(Street)

BANNOCKBURN IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Baxalta Inc [ BXLT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and President, Hematology

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share(1)	06/03/2016		A(2)(3)(4)		2,881(2)(3)(4)	A	$0.00	70,047	D
Common Stock, par value $0.01 per share(1)	06/03/2016		D(5)		70,047(6)	D	(1)(6)	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 Option (Right to Buy)	$23.15	06/03/2016		D(5)			37,000	(7)	06/01/2022	Common Stock, par value $0.01 per share	37,000	(7)	0	D
Stock Option (Right to Buy)	$32.42	06/03/2016		D(5)			25,773	(8)	03/05/2023	Common Stock, par value $0.01 per share	25,773	(8)	0	D
Stock Option (Right to Buy)	$31.86	06/03/2016		D(5)			31,376	(9)	03/04/2024	Common Stock, par value $0.01 per share	31,376	(9)	0	D
Stock Option (Right to Buy)	$32.04	06/03/2016		D(5)			88,168	(10)	03/03/2025	Common Stock, par value $0.01 per share	88,168	(10)	0	D
Stock Option (Right to Buy)	$31.5	06/03/2016		D(5)			35,170	(11)	07/01/2025	Common Stock, par value $0.01 per share	35,170	(11)	0	D
Stock Option (Right to Buy)	$31.5	06/03/2016		D(5)			265,221	(12)	07/01/2025	Common Stock, par value $0.01 per share	265,221	(12)	0	D

Explanation of Responses:

1. This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire plc ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date.

2. Represents shares earned under the performance share unit ("PSU") award granted on March 4, 2014 pursuant to the equity plan adopted by Baxter International Inc. ("Baxter") as of such date. The award provides that fifty percent of the PSUs are earned based on Return on Invested Capital ("ROIC") performance annually over a three-year period with one third of the ROIC PSUs allocated to each one-year period, and fifty percent of the PSUs are earned based on growth in shareholder value ("GSV") over a three-year performance period. In connection with the spin-off of Baxalta from Baxter (the "separation"), the PSU award was converted into (x) a number of PSU awards that will be paid out in Baxter common stock (the "Baxter PSU award") equal to the number of Baxter common shares payable in respect of such Baxter PSU award and (y) an equal number of PSU awards that will be paid out in Baxalta common stock (the "Baxalta PSU award").

3. (Continued From Footnote 2) The Baxalta PSU award provides that the remaining one-third of the ROIC portion of the award for the 2016 performance period will be based on Baxalta's ROIC performance during 2016, and the GSV portion of the award will be based on Baxter's GSV up until the separation, and the combined Baxter and Baxalta GSV following the separation, relative to the growth in shareholder value of the healthcare peers included in Baxter's peer group during the 2014-2016 performance period.

4. (Continued From Footnote 3) Pursuant to the Merger Agreement, the number of shares underlying the Baxalta PSU award was calculated assuming that the ROIC performance goal for 2016 and the GSV performance goal for the 2014-2016 performance period had been achieved at the greater of (a) 100% of the target level and (b) the actual performance level measured as of the effective time of the Merger (the "Effective Time"). As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.

5. Disposed of pursuant to the Merger Agreement.

6. Includes 4,280 shares underlying the Baxalta PSU award, including the 2,881 shares earned as described in Notes 2, 3 and 4 above, and 57,917 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, (i) the Baxalta PSU award was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 1,043 Shire ADSs, and (ii) the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 13,978 Shire ADSs.

7. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 8,939 Shire ADSs with an exercise price of $95.85.

8. This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 6,227 Shire ADSs with an exercise price of $134.19.

9. This stock option, which is subject to vesting as to 10,459 shares on March 4, 2017, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 7,581 Shire ADSs with an exercise price of $131.88.

10. This stock option, which is subject to vesting as to 29,389 shares on March 3, 2017 and 29,390 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 21,302 Shire ADSs with an exercise price of $132.62.

11. This stock option, which is subject to vesting as to 11,723 shares on July 1, 2016, 11,723 shares on July 1, 2017 and 11,724 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 8,497 Shire ADSs with an exercise price of $130.39.

12. This stock option, which is subject to vesting on July 1, 2020, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 64,081 Shire ADSs with an exercise price of $130.39.

Remarks:

	/s/ Stephanie D. Miller, as attorney-in-fact for Brian Goff	06/07/2016
	** Signature of Reporting Person	Date
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