SEC Form 4 · accession 0000899243-16-021085
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 24, 2016
Accepted (ET)
May 26, 2016 · 7:13 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 value ("Common Stock")F1,F2 | May 24, 2016 | D | 1,948,233 | — | D | 51,903,557 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Issuer's exchange offer, for each share of the Issuer's common stock that was validly tendered and not validly withdrawn and that was accepted by the Issuer, the Issuer agreed to deliver 1.1591 shares of Baxalta Incorporated common stock, subject to proration. On May 24, 2016, after proration, the Issuer accepted 1,948,233 shares of Common Stock from the Reporting Persons and subsequently delivered to the Reporting Persons 2,258,185 shares of common stock of Baxalta Incorporated.
- 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.
Remarks
Munib Islam, a partner and the head of equities research at Third Point, serves on the board of directors of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed a director by deputization by virtue of Mr. Islam's service on the Issuer's board of directors.