David D. Meek Form 4 Baxalta / David D. Meek 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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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^*

Meek David D.

(Last) (First) (Middle)

C/O BAXALTA INCORPORATED

ONE BAXTER PARKWAY

(Street)

DEERFIELD 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, Oncology

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 $0.01 per share	07/01/2015		J		25,068(1)	A	$0.00	25,068	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)	$34.29	07/01/2015		J		43,334(2)		(3)	09/02/2024	Common Stock, par value $0.01 per share	43,334	$0.00	43,334	D
Stock Option (Right to Buy)	$32.04	07/01/2015		J		54,553(2)		(4)	03/03/2025	Common Stock, par value $0.01 per share	54,553	$0.00	54,553	D
Stock Option (Right to Buy)	$31.5	07/01/2015		A		191,421		(5)	07/01/2025	Common Stock, par value $0.01 per share	191,421	$0.00	191,421	D
Stock Option (Right to Buy)	$31.5	07/01/2015		A		6,155		(6)	07/01/2025	Common Stock, par value $0.01 per share	6,155	$0.00	6,155	D

Explanation of Responses:

1. Represents restricted stock units granted by Baxalta Incorporated ("Baxalta") to the reporting person as a result of the adjustment of existing Baxter International Inc. ("Baxter") restricted stock units held by the reporting person prior to the spin-off (the "Spin-off"). These restricted stock units vest on the schedule set forth in the original grant agreement.

2. Represents options to purchase shares of Baxalta common stock granted to the reporting person as a result of adjustments to existing Baxter stock options made in connection with the Spin-Off.

3. This option will vest in three equal annual installments beginning on September 2, 2015, the first anniversary of the grant date of the existing option award.

4. This option will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date of the existing option award.

5. This option becomes exercisable in full on the fifth anniversary of the date of grant.

6. This option will vest in three equal annual installments beginning on July 1, 2016.

Remarks:

	/s/ Stephanie D. Miller, as attorney-in-fact for David D. Meek	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).
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