SEC Form 4 · accession 0001179110-15-012971
HOSPIRA INC · HSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Gendron
Officer — SVP, Chief Information Officer
Period of report
Sep 3, 2015
Accepted (ET)
Sep 3, 2015 · 11:44 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001274057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Sep 3, 2015 | M | 290 | — | A | 290 | I | Phantom Shares held in deferred compensation plan |
| Common Stock | Sep 3, 2015 | D | 290 | $90.00 | D | 0 | I | Phantom Shares held in deferred compensation plan |
| Common Stock | Sep 3, 2015 | A | 3,536 | $0.00 | A | 33,535 | D | |
| Common Stock | Sep 3, 2015 | M | 16,738 | $52.31 | A | 50,273 | D | |
| Common Stock | Sep 3, 2015 | D | 50,273 | $90.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2 | $52.31 | Sep 3, 2015 | M | 16,738 | D | — | Sep 29, 2021 | Common Stock | 16,738 | 0 | D |
| Phantom SharesF3 | — | Sep 3, 2015 | M | 245 | D | — | — | Common Stock | 245 | 0 | I |
Explanation of responses
- F1Vesting of performance share units for the 2014-2016 performance cycle. The award provided for vesting based on achievement of total shareholder return over a three year performance period relative to the performance of a pre-established peer group, or upon a change of control. Thus, the units vested on September 3, 2015.
- F2Exercise of stock options granted on 9/30/2014, which vest in four annual installments on September 30, 2015, 2016, 2017 and 2018. The vesting of the last three tranches of options was accelerated in connection with the change of control.
- F3Conversion of phantom shares that were acquired under Hospira's Non-Qualified Savings and Investment Plan, a non-qualified deferred compensation plan. Each share of phantom stock is the economic equivalent of one share of common stock. The vested shares of phantom stock become payable in cash, based upon the account balance at the time of distribution upon the earlier of a date specified by the reporting person or upon a change in control.