SEC Form 4 · accession 0000899243-15-000182
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BAXTER INTERNATIONAL INC
10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620546
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Jun 30, 2015 | J | 676,424,102 | $0.00 | A | 676,424,202 | D | |
| Common Stock, par value $0.01 per share | Jul 1, 2015 | J | 544,521,483 | $0.00 | D | 131,902,719 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Prior to June 30, 2015, Baxter International Inc. ("Baxter") owned 100 shares of the outstanding common stock of Baxalta International ("Baxalta") (mistakenly reported as 5,000 shares on Baxter's Form 3 filed June 9, 2015), which represented 100% of Baxalta's issued and outstanding common stock. Solely as a result of the 6,764,242.02 -for-1 stock split that was effected pursuant to a Certificate of Amendment to the Certificate of Incorporation of Baxalta filed with the Secretary of State of the State of Delaware on June 30, 2015, the 100 shares owned by the Reporting Person were split into and became an aggregate of 676,424,202 shares. The receipt of common stock in the split was exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.
- F2On July 1, 2015, Baxter made a pro rata distribution of approximately 80.5% percent of Baxalta's common shares held by it to Baxter's shareholders of record as of June 17, 2015. Additional information about the distribution can be found in Baxalta's filings with the Securities and Exchange Commission, including a registration statement on Form 10.