Negro Renato Form 4 Halyard Health / Renato Negro 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^*

Negro Renato

(Last) (First) (Middle)

5405 WINDWARD PARKWAY

(Street)

ALPHARETTA GA 30004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Halyard Health, Inc. [ HYH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2015

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, $0.01 par value	05/05/2015		A		686(1)	A	$0.00	686	D
Common Stock, $0.01 par value	05/05/2015		A		1,450(2)	A	$0.00	2,136	D
Common Stock, $0.01 par value	05/05/2015		F		484(3)	D	$45.53	1,652	D
Common Stock, $0.01 par value	05/05/2015		A		824(4)	A	$0.00	2,476	D
Common Stock, $0.01 par value	05/05/2015		F		118(5)	D	$45.53	2,358	D
Common Stock, $0.01 par value	05/05/2015		A		1,288(6)	A	$0.00	3,646	D
Common Stock, $0.01 par value	05/05/2015		F		129(7)	D	$45.53	3,517	D
Common Stock, $0.01 par value	05/05/2015		A		1,095(2)	A	$0.00	4,612	D
Common Stock, $0.01 par value	05/05/2015		F		365(8)	D	$45.53	4,247	D
Common Stock, $0.01 par value	05/05/2015		A		887(9)	A	$0.00	5,134	D
Common Stock, $0.01 par value	05/05/2015		A		1,816(10)	A	$0.00	6,950	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
Employee Stock Options (right to buy)	$45.53	05/05/2015		A		2,504		(11)	05/05/2025	Common Stock	2,504	$0.00	2,504	D
Employee Stock Options (right to buy)	$45.53	05/05/2015		A		3,207		05/05/2015	05/05/2025	Common Stock	3,207	$0.00	0	D
Employee Stock Options (right to buy)	$45.53	05/05/2015		A		2,944		(12)	05/05/2025	Common Stock	2,944	$0.00	1,678	D
Employee Stock Options (right to buy)	$45.53	05/05/2015		A		5,928		(13)	05/05/2025	Common Stock	5,928	$0.00	4,150	D
Employee Stock Options (right to buy)	$45.53	05/05/2015		A		3,567		(14)	05/05/2025	Common Stock	3,567(14)	$0.00	3,567	D

Explanation of Responses:

1. Represents time-vested restricted stock issued pursuant to the Halyard Health Equity Participation Plan which will vest on May 5, 2018, subject to earlier vesting in the event of death, disability or certain other events.

2. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which vest immediately.

3. This transaction represents the withholding of 484 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 1,450 shares of common stock awarded to the Reporting Person on May 5, 2015.

4. Represents time-vested restricted stock issued pursuant to the Halyard Health Equity Participation Plan of which 354 shares vest immediately and 470 will vest on May 1, 2016, subject to earlier vesting in the event of death, disability or certain other events.

5. This transaction represents the withholding of 118 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 354 shares of common stock awarded to the Reporting Person on May 5, 2015.

6. Represents time-vested restricted stock issued pursuant to the Halyard Health Equity Participation Plan of which 386 of the awards vest immediately upon issuance, 386 of the awards will vest on May 1, 2016 and 516 of the awards will vest on May 1, 2017, subject to earlier vesting in the event of death, disability or certain other events.

7. This transaction represents the withholding of 129 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 386 shares of common stock awarded to the Reporting Person on May 5, 2015.

8. This transaction represents the withholding of 365 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 1,095 shares of common stock awarded to the Reporting Person on May 5, 2015.

9. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which will vest on May 1, 2016, subject to earlier vesting in the event of death, disability or certain other events.

10. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which will vest on May 1, 2017, subject to earlier vesting in the event of death, disability or certain other events.

11. The awards vest 30% on May 5, 2016, 30% on May 5, 2017, and 40% on May 5, 2018, subject to earlier vesting in the event of death, disability or certain other events.

12. 1,266 of the awards vest immediately upon issuance and 1,679 will vest on May 1, 2016, subject to earlier vesting in the event of death, disability or certain other events.

13. 1,778 of the awards vest immediately upon issuance, 1,778 of the awards will vest on May 1, 2016, and 2,372 of the awards will vest on May 1, 2017, subject to earlier vesting in the event of death, disability or certain other events.

14. Awards will vest 33 1/3% on May 5, 2018, 33 1/3% on May 5, 2019, and 33 1/3% on May 5, 2020, subject to earlier vesting in the event of death, disability or certain other events.

Remarks:

	/s/ S. Ross Mansbach, Attorney-in-Fact for Renato Negro	05/07/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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