SEC Form 4 · accession 0000899243-15-000619
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Gavin III
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 8:26 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 shareF1 | Jul 1, 2015 | J | 18,889 | $0.00 | A | 18,889 | D | |
| Common Stock, par value $0.01 per shareF2 | Jul 1, 2015 | J | 7,316 | $0.00 | A | 26,205 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F4 | $17.97 | Jul 1, 2015 | J | 5,660 | A | — | May 9, 2016 | Common Stock, par value $0.01 per share | 5,660 | 5,660 | D |
| Stock Option (Right to Buy)F3,F4 | $26.33 | Jul 1, 2015 | J | 4,280 | A | — | May 1, 2017 | Common Stock, par value $0.01 per share | 4,280 | 4,280 | D |
| Stock Option (Right to Buy)F3,F4 | $28.95 | Jul 1, 2015 | J | 3,760 | A | — | May 6, 2018 | Common Stock, par value $0.01 per share | 3,760 | 3,760 | D |
| Stock Option (Right to Buy)F3,F4 | $22.95 | Jul 1, 2015 | J | 5,680 | A | — | May 5, 2019 | Common Stock, par value $0.01 per share | 5,680 | 5,680 | D |
| Stock Option (Right to Buy)F3,F4 | $20.81 | Jul 1, 2015 | J | 4,320 | A | — | May 4, 2020 | Common Stock, par value $0.01 per share | 4,320 | 4,320 | D |
| Stock Option (Right to Buy)F3,F4 | $26.80 | Jul 1, 2015 | J | 4,990 | A | — | May 3, 2021 | Common Stock, par value $0.01 per share | 4,990 | 4,990 | D |
| Stock Option (Right to Buy)F3,F4 | $25.30 | Jul 1, 2015 | J | 4,020 | A | — | May 8, 2022 | Common Stock, par value $0.01 per share | 4,020 | 4,020 | D |
| Stock Option (Right to Buy)F3,F4 | $31.65 | Jul 1, 2015 | J | 3,930 | A | — | May 7, 2023 | Common Stock, par value $0.01 per share | 3,930 | 3,930 | D |
| Stock Option (Right to Buy)F3,F4 | $34.14 | Jul 1, 2015 | J | 4,110 | A | — | May 6, 2024 | Common Stock, par value $0.01 per share | 4,110 | 4,110 | D |
| Stock Option (Right to Buy)F5 | $31.50 | Jul 1, 2015 | A | 3,810 | A | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 3,810 | 3,810 | D |
Explanation of responses
- F1Represents shares of Baxalta Incorporated ("Baxalta") common stock received in connection with the spin-off (the "Spin-off") of Baxalta from Baxter International Inc. ("Baxter"), in an exempt transaction pursuant to Rule 16a-9.
- F2Represents restricted stock units granted by Baxalta to the reporting person as a result of the adjustment of existing Baxter restricted stock units held by the reporting person and deferred under the Baxter Deferred Compensation Plan prior to the Spin-off. These restricted stock units will be distributed to the reporting person within the first 90 days of the year following the year in which his membership on the Baxter board of directors terminates for any reason.
- F3Represents options to purchase shares of Baxalta common stock granted to the reporting person as a result of adjustments to existing Baxter stock options made in connection with the Spin-Off.
- F4This option is presently exercisable in full.
- F5This option will vest on the date of the Baxalta 2016 annual meeting of shareholders.