SEC Form 4 · accession 0001179110-15-012987
HOSPIRA INC · HSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Werner
Officer — SVP, Finance & CFO
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 StockF1 | Sep 3, 2015 | M | 665 | — | A | 665 | I | Phantom Shares held in deferred compensation plan |
| Common StockF1 | Sep 3, 2015 | D | 665 | — | D | 0 | I | Phantom Shares held in deferred compensation plan |
| Common Stock | Sep 3, 2015 | A | 20,243 | $0.00 | A | 109,015 | D | |
| Common Stock | Sep 3, 2015 | A | 11,007 | $0.00 | A | 120,022 | D | |
| Common Stock | Sep 3, 2015 | A | 12,066 | $0.00 | A | 132,088 | D | |
| Common Stock | Sep 3, 2015 | M | 20,000 | $38.13 | A | 152,088 | D | |
| Common Stock | Sep 3, 2015 | M | 40,541 | $49.64 | A | 192,629 | D | |
| Common Stock | Sep 3, 2015 | M | 6,676 | $53.30 | A | 199,305 | D | |
| Common Stock | Sep 3, 2015 | M | 32,531 | $52.61 | A | 231,836 | D | |
| Common Stock | Sep 3, 2015 | M | 69,860 | $35.36 | A | 301,696 | D | |
| Common Stock | Sep 3, 2015 | M | 73,171 | $28.95 | A | 374,867 | D | |
| Common Stock | Sep 3, 2015 | M | 53,333 | $42.70 | A | 428,200 | D | |
| Common Stock | Sep 3, 2015 | D | 428,200 | $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)F5 | $38.13 | Sep 3, 2015 | M | 20,000 | D | — | Sep 28, 2016 | Common Stock | 20,000 | 0 | D |
| Stock Options (right to buy)F6 | $49.64 | Sep 3, 2015 | M | 40,541 | D | — | Feb 10, 2017 | Common Stock | 40,541 | 0 | D |
| Stock Options (right to buy)F7 | $53.30 | Sep 3, 2015 | M | 6,676 | D | — | Aug 17, 2017 | Common Stock | 6,676 | 0 | D |
| Stock Options (right to buy)F8 | $52.61 | Sep 3, 2015 | M | 32,531 | D | — | Feb 23, 2018 | Common Stock | 32,531 | 0 | D |
| Stock Options (right to buy)F9 | $35.36 | Sep 3, 2015 | M | 69,860 | D | — | Feb 28, 2019 | Common Stock | 69,860 | 0 | D |
| Stock Options (right to buy)F10 | $28.95 | Sep 3, 2015 | M | 73,171 | D | — | Feb 26, 2020 | Common Stock | 73,171 | 0 | D |
| Stock Options (right to buy)F11 | $42.70 | Sep 3, 2015 | M | 53,333 | D | — | Feb 25, 2021 | Common Stock | 53,333 | 0 | D |
| Phantom SharesF1 | — | Sep 3, 2015 | M | 665 | D | — | — | Common Stock | 665 | 0 | I |
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.
- F10Exercise 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.
- F11Exercise 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.
- 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 9/29/2006, which vested in four equal installments on September 29, 2007, 2008, 2009 and 2010. The stock options expire in ten years, or September 28, 2016.
- F6Exercise of stock options granted on 2/11/2010, which vested in three equal installments on February 11, 2011, 2012 and 2013.
- F7Exercise of stock options granted on 08/18/10, which vested in three equal installments on August 18, 2011, 2012 and 2013.
- F8Exercise of stock options granted on 2/24/2011, which vested in four equal installments on February 24, 2012, 2013, 2014 and 2015.
- F9Exercise 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.