Baxalta (BXLT) Form 4 Baxalta / LUDWIG HANTSON 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^*

HANTSON LUDWIG

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016

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	02/15/2016		A(1)(2)		5,087	A	$0.00	223,850	D
Common Stock, par value $0.01 per share	02/15/2016		F		6,238(3)	D	$39	217,612	D
Common Stock, par value $0.01 per share	02/15/2016		A(4)(5)		2,886	A	$0.00	220,498	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

Explanation of Responses:

1. Represents shares earned from the performance share unit award granted on March 5, 2013 pursuant to the Equity Plan adopted by Baxter International Inc. ("Baxter") as of such date (the "2013 PSUs"). The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. In connection with the spin-off of Baxalta Incorporated ("Baxalta") from Baxter, the 2015 performance period was adjusted so that the vesting of the third one-third of the ROIC performance share units allocated to that year would vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieved the ROIC performance target for the first six months of 2015,

2. (Continued from Footnote 1) plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 1,249 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015, as well as the dividends that accrued on previously earned and reported shares from the 2013 PSUs. All shares earned pursuant to the 2013 PSUs vested upon final determination of achievement of Baxalta's ROIC performance target for the second six months of 2015.

3. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of vesting of shares earned pursuant to the 2013 PSUs.

4. Represents shares earned from the performance share unit award granted on March 4, 2014 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. In connection with the spin-off of Baxalta from Baxter, the 2015 performance period was adjusted so that the vesting of the second one-third of the ROIC performance share units allocated to that year will vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieved the ROIC performance target for the first six months of 2015,

5. (Continued from Footnote 4) plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 895 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015. These shares will vest after the end of the relevant three-year ROIC performance period.

Remarks:

	/s/ Stephanie D. Miller, as attorney-in-fact for Ludwig N. Hantson	02/17/2016
	** 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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