SEC Form 4 · accession 0000899243-15-000629
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J. Hombach
Officer — EVP, CFO and COO
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 8:38 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 | 22,568 | $0.00 | A | 22,568 | D | |
| Common Stock, par value $0.01 per shareF2 | Jul 1, 2015 | J | 88,989 | $0.00 | A | 111,557 | 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 | $24.83 | Jul 1, 2015 | J | 49,628 | A | — | Mar 4, 2021 | Common Stock, par value $0.01 per share | 49,628 | 49,628 | D |
| Stock Option (Right to Buy)F3,F4 | $26.53 | Jul 1, 2015 | J | 88,597 | A | — | Mar 6, 2022 | Common Stock, par value $0.01 per share | 88,597 | 88,597 | D |
| Stock Option (Right to Buy)F3,F5 | $32.42 | Jul 1, 2015 | J | 95,163 | A | — | Mar 5, 2023 | Common Stock, par value $0.01 per share | 95,163 | 95,163 | D |
| Stock Option (Right to Buy)F3,F6 | $31.86 | Jul 1, 2015 | J | 103,181 | A | — | Mar 4, 2024 | Common Stock, par value $0.01 per share | 103,181 | 103,181 | D |
| Stock Option (Right to Buy)F3,F7 | $32.04 | Jul 1, 2015 | J | 287,936 | A | — | Mar 3, 2025 | Common Stock, par value $0.01 per share | 287,936 | 287,936 | D |
| Stock Option (Right to Buy)F8 | $31.50 | Jul 1, 2015 | A | 380,535 | A | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 380,535 | 380,535 | D |
| Stock Option (Right to Buy)F9 | $31.50 | Jul 1, 2015 | A | 35,170 | A | — | Jul 1, 2025 | Common Stock, par value $0.01 per share | 35,170 | 35,170 | 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. Shares beneficially owned includes shares of common stock for which delivery has been deferred.
- 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 prior to the Spin-off. These restricted stock units vest on the schedule set forth in the original grant agreement.
- 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.
- F5Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on March 5, 2016.
- F6One-third of this option is presently exercisable. The remaining two thirds become exercisable on March 4, 2016 and March 4, 2017.
- F7This option will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date of the existing option award.
- F8This option becomes exercisable in full on the fifth anniversary of the date of the grant.
- F9This option will vest in three equal annual installments beginning on July 1, 2016.