SEC Form 4 · accession 0000899243-15-000566
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Felicelli
Officer — CVP, Quality
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 7:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000010456
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $1.00 per shareF1 | Jul 1, 2015 | J | 3,124 | $0.00 | A | 15,788 | D | |
| Common Stock, par value $1.00 per shareF2 | Jul 1, 2015 | A | 5,000 | $0.00 | A | 20,788 | D | |
| Common Stock, par value $1.00 per share | holding | — | — | — | 852 | I | By 401(k) Plan | |
| Common Stock, par value $1.00 per share | holding | — | — | — | 394 | I | In an account held jointly by spouse and son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7,F8 | $37.38 | Jul 1, 2015 | J | 21,580 | A | — | Mar 3, 2025 | Common Stock, par value $1.00 per share | 21,580 | 46,758 | D |
| Deferred Comp Plan Baxter Common Stock FundF9,F10 | — | Jul 6, 2015 | A | 32 | A | — | — | Common Stock, par value $1.00 per share | 32 | 2,569 | D |
| Stock Option (Right to Buy)F3,F4 | $30.19 | holding | — | — | — | — | Sep 1, 2019 | Common Stock, par value $1.00 per share | 5,000 | 5,000 | D |
| Stock Option (Right to Buy)F3,F4 | $31.77 | holding | — | — | — | — | Mar 3, 2020 | Common Stock, par value $1.00 per share | 6,958 | 6,958 | D |
| Stock Option (Right to Buy)F3,F4 | $28.97 | holding | — | — | — | — | Mar 4, 2021 | Common Stock, par value $1.00 per share | 7,258 | 7,258 | D |
| Stock Option (Right to Buy)F3,F4 | $30.95 | holding | — | — | — | — | Mar 6, 2022 | Common Stock, par value $1.00 per share | 11,075 | 11,075 | D |
| Stock Option (Right to Buy)F3,F5 | $37.82 | holding | — | — | — | — | Mar 5, 2023 | Common Stock, par value $1.00 per share | 11,102 | 11,102 | D |
| Stock Option (Right to Buy)F3,F6 | $37.17 | holding | — | — | — | — | Mar 4, 2024 | Common Stock, par value $1.00 per share | 11,263 | 11,263 | D |
Explanation of responses
- F1In connection with the spin-off (the "Spin-off") of Baxalta Incorporated ("Baxalta") from Baxter International Inc. ("Baxter"), the reporting person received a grant of 3,124 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.
- F10Reporting person allocated compensation deferred under Baxter's Deferred Compensation Plan to the Baxter Common Stock Fund notional investment alternative.
- F2The reporting person received a grant of 5,000 restricted stock units which will vest on July 1, 2018.
- F3Represents 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.
- F4This option is presently exercisable in full.
- F5Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on March 5, 2016.
- F6One-third of this option is presently exercisable. The remaining two thirds become exercisable on March 4, 2016 and March 4, 2017.
- F7In 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.
- F8This 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.
- F91 for 1.
Remarks
Exhibit List: Exhibit 24.1-Power of Attorney