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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 35.03 (2) | (3) | 11/12/2022 | Common Stock, par value $1.00 per share | 1,680 | 1,680 | D | ||||||||
| Stock Option (Right to Buy) | $ 36.93 (2) | (3) | 05/07/2023 | Common Stock, par value $1.00 per share | 3,930 | 3,930 | D | ||||||||
| Stock Option (Right to Buy) | $ 39.83 (2) | (3) | 05/06/2024 | Common Stock, par value $1.00 per share | 4,110 | 4,110 | D | ||||||||
| Stock Option (Right to Buy) | $ 37.5 (4) | 07/01/2015 | J | 4,979 (4) | (5) | 05/05/2025 | Common Stock, par value $1.00 per share | 4,979 | $ 0 | 10,789 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHOWDHRY UMA C/O BAXTER INTERNATIONAL ONE BAXTER PARKWAY DEERFIELD, IL 60015 |
X | |||
| /s/ David P. Scharf, as attorney-in-fact for Uma Chowdhry | 07/06/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 1,414 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. The restricted stock units were deferred under the Baxter Non-Employee Director Deferred Compensation Plan and will vest within the first 90 days of the plan year in which membership on the Board terminates. |
| (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) | 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. |
| (5) | The date exercisable is the date of the Baxter 2016 annual meeting of shareholders. |