SEC Form 4 · accession 0001362109-19-000002
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeanne K Mason
Officer — SVP, Human Resources
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 4:11 pm EST
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 | Feb 19, 2019 | A | 3,448 | $0.00 | A | 100,830 | D | |
| Common Stock, $1 par valueF2 | Feb 19, 2019 | A | 16,848 | $0.00 | A | 117,678 | D | |
| Common Stock, $1 par valueF3 | Feb 19, 2019 | F | 13,511 | $73.47 | D | 104,167 | D | |
| Common Stock, $1 par valueF4 | Feb 19, 2019 | A | 2,683 | $0.00 | A | 106,850 | D | |
| Common Stock, $1 par valueF5 | Feb 19, 2019 | A | 1,770 | $0.00 | A | 108,620 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares awarded from the performance share unit award granted on March 3, 2016 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2016 PSUs). The award provides that fifty percent of the performance share units are earned based on Baxter's Adjusted Operating Margin (OM) performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's OM during the Janaury 1, 2018 to December 31, 2018 performance period. These shares have vested as the relevant three-year performance period January 1, 2016 to December 31, 2018 (the Three-Year Performance Period) has ended.
- F2Represents shares awarded from the 2016 PSUs. The award provides that fifty percent of the performance share units are earned based on Baxter's Total Shareholder Return (TSR), formerly known as Growth in Shareholder Value, performance over the Three-Year Performance Period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's TSR during the Three-Year Performance Period. These shares have vested as the Three-Year Performance Period has ended.
- F3Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of shares earned in 2016, 2017, and 2018 as part of the 2016 PSUs.
- F4Represents shares earned from the performance share unit award granted on March 2, 2017 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's OM performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares earned based on Baxter's OM, as assessed from January 1, 2018 to December 31, 2018. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from Janaury 1, 2017 through December 31, 2019).
- F5Represents shares earned from the performance share unit award granted on March 1, 2018 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's OM performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares earned based on Baxter's OM, as assessed from January 1, 2018 through December 31, 2018. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from January 1, 2018 through December 31, 2020).