SEC Form 4 · accession 0000899243-15-000573
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert L Parkinson Jr.
Officer — Chairman of the Board and CEO · Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 7:18 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 | 60,584 | $0.00 | A | 683,316 | D |
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)F6,F7 | $37.38 | Jul 1, 2015 | J | 455,600 | A | — | Mar 3, 2025 | Common Stock, par value $1.00 per share | 455,600 | 987,161 | D |
| Stock Option (Right to Buy)F2,F3 | $20.65 | holding | — | — | — | — | Mar 14, 2016 | Common Stock, par value $1.00 per share | 546,000 | 546,000 | D |
| Stock Option (Right to Buy)F2,F3 | $27.58 | holding | — | — | — | — | Mar 15, 2017 | Common Stock, par value $1.00 per share | 384,000 | 384,000 | D |
| Stock Option (Right to Buy)F2,F3 | $31.30 | holding | — | — | — | — | Mar 5, 2018 | Common Stock, par value $1.00 per share | 304,000 | 304,000 | D |
| Stock Option (Right to Buy)F2,F3 | $28.27 | holding | — | — | — | — | Mar 4, 2019 | Common Stock, par value $1.00 per share | 254,400 | 254,400 | D |
| Stock Option (Right to Buy)F2,F3 | $31.77 | holding | — | — | — | — | Mar 3, 2020 | Common Stock, par value $1.00 per share | 263,989 | 263,989 | D |
| Stock Option (Right to Buy)F2,F3 | $28.97 | holding | — | — | — | — | Mar 4, 2021 | Common Stock, par value $1.00 per share | 330,852 | 330,852 | D |
| Stock Option (Right to Buy)F2,F3 | $30.95 | holding | — | — | — | — | Mar 6, 2022 | Common Stock, par value $1.00 per share | 383,511 | 383,511 | D |
| Stock Option (Right to Buy)F2,F4 | $37.82 | holding | — | — | — | — | Mar 5, 2023 | Common Stock, par value $1.00 per share | 399,088 | 399,088 | D |
| Stock Option (Right to Buy)F2,F5 | $37.17 | holding | — | — | — | — | Mar 4, 2024 | Common Stock, par value $1.00 per share | 393,379 | 393,379 | 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 60,584 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 will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date of the existing award.
- F2Represents 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.
- F3This option is presently exercisable in full.
- F4Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on March 5, 2016.
- F5One-third of this option is presently exercisable. The remaining two thirds become exercisable on March 4, 2016 and March 4, 2017.
- F6In 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.
- F7This 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.