SEC Form 4 · accession 0000899243-15-005822
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 29, 2015
Accepted (ET)
Oct 1, 2015 · 9:30 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, $1 par valueF1,F2,F3 | Sep 29, 2015 | A | 1,790 | — | A | 53,851,790 | I | See Footnotes |
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)F2,F3,F4 | $32.85 | Sep 29, 2015 | A | 6,290 | A | — | Sep 29, 2025 | Common Stock | 6,290 | 6,290 | I |
Explanation of responses
- F1Munib Islam, an employee of the Reporting Person and director of the Issuer, was awarded 1,790 restricted stock units which vest on the date of the Issuer's 2016 annual meeting of shareholders.
- F2Except as otherwise noted herein, the securities disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein.
- F3Given Mr. Islam's employment by Third Point, Third Point will have all voting and dispositive control over all securities granted to Mr. Islam and the rights to any economic return therefrom.
- F4Munib Islam, an employee of the Reporting Person and director of the Issuer, was awarded 6,290 stock options. The date exercisable is the date of the Issuer's 2016 annual meeting of shareholders.
Remarks
For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons may be deemed a director by virtue of the right to nominate a representative to serve on the Issuer's board of directors. List of Exhibits: Exhibit 99.1 - Joint Filer Information