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 Hillenbrand, Inc. [ HI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2020 | ||||||||||||||||||||||||||
| 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 | 1,000 | D | ||||||||
| Common Stock | 09/30/2020 | J(1) | 735,025 | D | $0 | 0 | I | By Generations, LP | ||
| Common Stock | 09/30/2020 | J(2) | 90,144 | A | $0 | 135,863 | I | By Clear Water Capital Partners, LP | ||
| Common Stock | 8,631 | I | By John and Joan GC TR FBO (John, Rose and Olicia) | |||||||
| Common Stock | 5,754(3) | I | By John and Joan GC TR FBO (Eleanor and Sarah) | |||||||
| Common Stock | 48,611 | I | By Hillenbrand II TR FBO (John, Rose and Olivia) | |||||||
| Common Stock | 28,248 | I | By John and Joan CRT IMA | |||||||
| Common Stock | 20,000(3) | I | By Anne Hillenbrand Singleton Trust | |||||||
| 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 | ||||||||
| Restricted Stock Units (Deferred Stock Awards) 5/10/18 | (4) | 09/30/2020 | A(5) | 7 | (6) | (6) | Common Stock | 7 | $0 | 996 | D | ||||
| Restricted Stock Units (Deferred Stock Awards) 2/14/19 | (4) | 09/30/2020 | A(5) | 19 | (6) | (6) | Common Stock | 19 | $0 | 2,624 | D | ||||
| Restricted Stock Units (Deferred Stock Awards) 2/13/20 | (4) | 09/30/2020 | A(5) | 29 | (6) | (6) | Common Stock | 29 | $0 | 3,919 | D | ||||
| RESTRICTED STOCK UNITS CUMULATIVE TOTAL | (4) | (6) | (6) | Common Stock | 55(7) | 7,539(7) | D | ||||||||
| Explanation of Responses: |
| 1. 145,000 of these shares, which are owned by a trust of which the reporting person is not a beneficial owner (the "Trust"), were loaned to Generations, LP in 2014. Pursuant to a call option of the Trust under the loan agreement with Generations, LP, exercised on September 30, 2020, these shares were returned to the Trust. Following the exercise of the call option, the remaining 590,025 shares were distributed to the partners of Generations, LP, including the reporting person, in accordance with their pro rata ownership and in connection with planned distribution activities. See Footnote 2 below for additional information. |
| 2. 90,144 of the shares that were distributed to the partners of Generations, LP were distributed to Clear Water Capital Partners, LP on behalf of the reporting person in connection with his pro rata ownership in Generations, LP. |
| 3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
| 4. Conversion or Exercise Price of Derivative Securities is 1-for-1. |
| 5. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates. |
| 6. These stock units vest immediately upon grant. However, delivery of these shares will not occur until the occurrence of one of the following: a change in control of the Company, the director's death or permanent and total disability, or one day after the date the director ceases to be a director of the Company. |
| 7. This amount represents the cumulative total of all Restricted Stock Units (deferred stock awards) granted to reporting person. This cumulative total does not represent additional Restricted Stock Units granted to the reporting person, but is merely a total of all awards reported separately on this SEC Form 4. |
| /s/ Patricia C. Lecher, as Attorney-in-Fact for Daniel C. Hillenbrand | 10/02/2020 | |
| ** 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. | ||