SEC Form 4 · accession 0000899243-15-000574
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeanne K Mason
Officer — CVP, Human Resources
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 | 9,466 | $0.00 | A | 93,044 | 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 | 71,187 | A | — | Mar 3, 2025 | Common Stock, par value $1.00 per share | 71,187 | 154,248 | D |
| Stock Option (Right to Buy)F2,F3 | $31.30 | holding | — | — | — | — | Mar 5, 2018 | Common Stock, par value $1.00 per share | 33,350 | 33,350 | D |
| Stock Option (Right to Buy)F2,F3 | $28.27 | holding | — | — | — | — | Mar 4, 2019 | Common Stock, par value $1.00 per share | 31,395 | 31,395 | D |
| Stock Option (Right to Buy)F2,F3 | $31.77 | holding | — | — | — | — | Mar 3, 2020 | Common Stock, par value $1.00 per share | 37,274 | 37,274 | D |
| Stock Option (Right to Buy)F2,F3 | $28.97 | holding | — | — | — | — | Mar 4, 2021 | Common Stock, par value $1.00 per share | 47,146 | 47,146 | D |
| Stock Option (Right to Buy)F2,F3 | $30.95 | holding | — | — | — | — | Mar 6, 2022 | Common Stock, par value $1.00 per share | 54,143 | 54,143 | D |
| Stock Option (Right to Buy)F2,F4 | $37.82 | holding | — | — | — | — | Mar 5, 2023 | Common Stock, par value $1.00 per share | 59,477 | 59,477 | D |
| Stock Option (Right to Buy)F2,F5 | $37.17 | holding | — | — | — | — | Mar 4, 2024 | Common Stock, par value $1.00 per share | 64,488 | 64,488 | 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 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.
- 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.