SEC Form 4 · accession 0001471608-17-000001
BAXTER INTERNATIONAL INC · BAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P. Scharf
Officer — CVP and General Counsel
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 4:21 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 value | Feb 21, 2017 | A | 5,863 | $0.00 | A | 100,952 | D | |
| Common Stock, $1 par value | Feb 21, 2017 | A | 11,337 | $0.00 | A | 112,289 | D | |
| Common Stock, $1 par value | Feb 21, 2017 | F | 10,202 | $49.96 | D | 102,087 | D | |
| Common Stock, $1 par value | Feb 21, 2017 | A | 7,702 | $0.00 | A | 109,789 | 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 4, 2014 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2014 PSUs). The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance, as assessed annually over a three-year period. One-third of the ROIC 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 ROIC during the January 1, 2016 to December 31, 2016 performance period. These shares have vested as the relevant three-year performance period January 1, 2014 to December 31, 2016 (the Three-Year Performance Period) has ended.
- F2Represents shares awarded from the 2014 PSUs. The award provides that fifty percent of the performance share units are earned based on Baxter's Growth in Shareholder Value (GSV) performance over the Three-Year Performance Period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's GSV 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 2014, 2015 and 2016 as part of the 2014 PSUs.
- F4Represents shares earned from the performance share unit award granted on March 3, 2016 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 the 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 earned based on Baxter's OM, as assessed from January 1, 2016 to December 31, 2016. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from January 1, 2016 through December 31, 2018).