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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BAXTER INTERNATIONAL INC [ BAX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 $1.00 per share | 07/01/2015 | J | 9,466(1) | A | $0.00 | 38,895 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $28.97(2) | (3) | 03/04/2021 | Common Stock, par value $1.00 per share | 4,550 | 4,550 | D | ||||||||
| Stock Option (Right to Buy) | $30.95(2) | (3) | 03/06/2022 | Common Stock, par value $1.00 per share | 6,563 | 6,563 | D | ||||||||
| Stock Option (Right to Buy) | $37.82(2) | (4) | 03/05/2023 | Common Stock, par value $1.00 per share | 19,627 | 19,627 | D | ||||||||
| Stock Option (Right to Buy) | $36.71(2) | (5) | 12/02/2023 | Common Stock, par value $1.00 per share | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to Buy) | $37.17(2) | (6) | 03/04/2024 | Common Stock, par value $1.00 per share | 42,992 | 42,992 | D | ||||||||
| Stock Option (Right to Buy) | $37.38(7) | 07/01/2015 | J | 71,187(7) | (8) | 03/03/2025 | Common Stock, par value $1.00 per share | 71,187 | $0.00 | 154,243 | D | ||||
| Explanation of Responses: |
| 1. In connection with the spin-off (the "Spin-off") of Baxalta Incorporated ("Baxalta") from Baxter International Inc. ("Baxter"), the reporting person received a grant of 9,466 restricted stock units as a result of the adjustment of existing Baxter restricted stock units held by the reporting person prior to the Spin-off. These restricted stock units will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date. |
| 2. Represents options to purchase Baxter common stock awarded to the reporting person prior to the Spin-off. In connection with the Spin-off, the exercise price of the option was adjusted, and the reporting person received options to purchase shares of Baxalta common stock, to preserve the pre-Spin-off intrinsic value of the existing Baxter option award. |
| 3. This option is presently exercisable in full. |
| 4. Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on March 5, 2016. |
| 5. One-third of this option is presently exercisable. The remaining two thirds become exercisable on December 2, 2015 and December 2, 2016. |
| 6. One-third of this option is presently exercisable. The remaining two thirds become exercisable on March 4, 2016 and March 4, 2017. |
| 7. In connection with the Spin-off, the number of shares subject to this option and the exercise price have been adjusted to preserve the pre-Spin-off intrinsic value of the existing Baxter option award. |
| 8. 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. |
| Remarks: |
| Exhibit List: Exhibit 24.1-Power of Attorney |
| /s/ Ellen K. McIntosh, as attorney-in-fact for Brik V. Eyre | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||