SEC Form 4 · accession 0000899243-16-013643
Baxalta Inc · BXLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Goff
Officer — EVP and President, Hematology
Period of report
Feb 15, 2016
Accepted (ET)
Feb 17, 2016 · 9:10 pm EST
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 | Feb 15, 2016 | A | 552 | $0.00 | A | 33,360 | D | |
| Common Stock, par value $0.01 per shareF3 | Feb 15, 2016 | F | 533 | $39.00 | D | 32,827 | D | |
| Common Stock, par value $0.01 per share | Feb 15, 2016 | A | 508 | $0.00 | A | 33,335 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares earned from the performance share unit award granted on March 5, 2013 pursuant to the Equity Plan adopted by Baxter International Inc. ("Baxter") as of such date (the "2013 PSUs"). The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. In connection with the spin-off of Baxalta Incorporated ("Baxalta") from Baxter, the 2015 performance period was adjusted so that the vesting of the third one-third of the ROIC performance share units allocated to that year would vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieved the ROIC performance target for the first six months of 2015,
- F2(Continued from Footnote 1) plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 135 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015, as well as the dividends that accrued on previously earned and reported shares from the 2013 PSUs. All shares earned pursuant to the 2013 PSUs vested upon final determination of achievement of Baxalta's ROIC performance target for the second six months of 2015.
- F3Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of vesting of shares earned pursuant to the 2013 PSUs.
- F4Represents shares earned from the performance share unit award granted on March 4, 2014 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. In connection with the spin-off of Baxalta from Baxter, the 2015 performance period was adjusted so that the vesting of the second one-third of the ROIC performance share units allocated to that year will vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieved the ROIC performance target for the first six months of 2015,
- F5(Continued from Footnote 4) plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 157 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015. These shares will vest after the end of the relevant three-year ROIC performance period.