SEC Form 4 · accession 0001179110-15-012986

HOSPIRA INC · HSP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Matthew R Stober

Officer — SVP, Operations

Period of report

Sep 3, 2015

Accepted (ET)

Sep 3, 2015 · 12:06 pm 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 Stock^F1	Sep 3, 2015	M	2,323	—	A	2,323	I	Phantom Stock held in deferred compensation plan
Common Stock	Sep 3, 2015	D	2,323	$90.00	D	0	I	Phantom Stock held in deferred compensation plan
Common Stock	Sep 3, 2015	A	15,744	$0.00	A	78,382	D
Common Stock	Sep 3, 2015	A	9,173	$0.00	A	87,555	D
Common Stock	Sep 3, 2015	A	12,066	$0.00	A	99,621	D
Common Stock	Sep 3, 2015	M	4,990	$35.36	A	104,611	D
Common Stock	Sep 3, 2015	M	28,457	$28.95	A	133,068	D
Common Stock	Sep 3, 2015	M	33,333	$42.70	A	166,401	D
Common Stock	Sep 3, 2015	D	166,401	$90.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Phantom Shares^F1	—	Sep 3, 2015	M	2,283	D	—	—	Common Stock	2,283	D
Stock Options (right to buy)^F5	$35.36	Sep 3, 2015	M	4,990	D	—	Feb 28, 2019	Common Stock	4,990	D
Stock Options (right to buy)^F6	$28.95	Sep 3, 2015	M	28,457	D	—	Feb 26, 2020	Common Stock	28,457	D
Stock Options (right to buy)^F7	$42.70	Sep 3, 2015	M	33,333	D	—	Feb 25, 2021	Common Stock	33,333	D

Explanation of responses

F1Conversion 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.
F2Vesting of performance share units for the 2013-2015 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.
F3Vesting 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.
F4Vesting of a performance-contingent restricted stock units award granted February 27, 2013. The units were earned when Hospira's stock price appreciated 20% over the fair market value on the date of grant, and maintained that price for a 30 consecutive trading day period (based on Hospira's closing market price on those 30 consecutive days). Since the units were earned, the award provided for three-year time based cliff vesting, or upon a change of control. Thus, vesting of the units was accelerated upon a change of control.
F5Exercise of stock options granted on 3/1/2012, which vest in four equal installments on March 1, 2013, 2014, 2015, and 2016. The vesting of the last tranche of options was accelerated in connection with the change of control.
F6Exercise of stock options granted on 2/27/2013, which vest in four annual installments on February 27, 2014, 2015, 2016 and 2017. The vesting of the last two tranches of options was accelerated in connection with the change of control.
F7Exercise of stock options granted on 2/26/2014, which vest in four annual installments on February 26, 2015, 2016, 2017 and 2018. The vesting of the last three tranches of options was accelerated in connection with the change of control.