Baxalta (BXLT) Form 4 Baxalta / JAMES R GAVIN III 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^*

GAVIN JAMES R III

(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
Baxalta Inc [ BXLT ]

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 $0.01 per share	07/01/2015		J		18,889(1)	A	$0.00	18,889	D
Common Stock, par value $0.01 per share	07/01/2015		J		7,316(2)	A	$0.00	26,205	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)	$17.97	07/01/2015		J		5,660(3)		(4)	05/09/2016	Common Stock, par value $0.01 per share	5,660	$0.00	5,660	D
Stock Option (Right to Buy)	$26.33	07/01/2015		J		4,280(3)		(4)	05/01/2017	Common Stock, par value $0.01 per share	4,280	$0.00	4,280	D
Stock Option (Right to Buy)	$28.95	07/01/2015		J		3,760(3)		(4)	05/06/2018	Common Stock, par value $0.01 per share	3,760	$0.00	3,760	D
Stock Option (Right to Buy)	$22.95	07/01/2015		J		5,680(3)		(4)	05/05/2019	Common Stock, par value $0.01 per share	5,680	$0.00	5,680	D
Stock Option (Right to Buy)	$20.81	07/01/2015		J		4,320(3)		(4)	05/04/2020	Common Stock, par value $0.01 per share	4,320	$0.00	4,320	D
Stock Option (Right to Buy)	$26.8	07/01/2015		J		4,990(3)		(4)	05/03/2021	Common Stock, par value $0.01 per share	4,990	$0.00	4,990	D
Stock Option (Right to Buy)	$25.3	07/01/2015		J		4,020(3)		(4)	05/08/2022	Common Stock, par value $0.01 per share	4,020	$0.00	4,020	D
Stock Option (Right to Buy)	$31.65	07/01/2015		J		3,930(3)		(4)	05/07/2023	Common Stock, par value $0.01 per share	3,930	$0.00	3,930	D
Stock Option (Right to Buy)	$34.14	07/01/2015		J		4,110(3)		(4)	05/06/2024	Common Stock, par value $0.01 per share	4,110	$0.00	4,110	D
Stock Option (Right to Buy)	$31.5	07/01/2015		A		3,810		(5)	07/01/2025	Common Stock, par value $0.01 per share	3,810	$0.00	3,810	D

Explanation of Responses:

1. Represents shares of Baxalta Incorporated ("Baxalta") common stock received in connection with the spin-off (the "Spin-off") of Baxalta from Baxter International Inc. ("Baxter"), in an exempt transaction pursuant to Rule 16a-9.

2. Represents restricted stock units granted by Baxalta to the reporting person as a result of the adjustment of existing Baxter restricted stock units held by the reporting person and deferred under the Baxter Deferred Compensation Plan prior to the Spin-off. These restricted stock units will be distributed to the reporting person within the first 90 days of the year following the year in which his membership on the Baxter board of directors terminates for any reason.

3. 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.

4. This option is presently exercisable in full.

5. This option will vest on the date of the Baxalta 2016 annual meeting of shareholders.

Remarks:

	/s/ Stephanie D. Miller, as attorney-in-fact for James R. Gavin III	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).
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