SEC Form 4 · accession 0000899243-15-000584
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Chen
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 7:35 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 | 1,414 | $0.00 | A | 7,139 | 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)F4,F5 | $37.50 | Jul 1, 2015 | J | 4,979 | A | — | May 5, 2025 | Common Stock, par value $1.00 per share | 4,979 | 10,789 | D |
| Stock Option (Right to Buy)F2,F3 | $35.03 | holding | — | — | — | — | Nov 12, 2022 | Common Stock, par value $1.00 per share | 1,680 | 1,680 | D |
| Stock Option (Right to Buy)F2,F3 | $36.93 | holding | — | — | — | — | May 7, 2023 | Common Stock, par value $1.00 per share | 3,930 | 3,930 | D |
| Stock Option (Right to Buy)F2,F3 | $39.83 | holding | — | — | — | — | May 6, 2024 | Common Stock, par value $1.00 per share | 4,110 | 4,110 | 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 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.
- 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.
- F4In 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.
- F5The date exercisable is the date of the Baxter 2016 annual meeting of shareholders.