BAXTER INTERNATIONAL INC — Director's Dealing 2002

Oct 28, 2002

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). | STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of
the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940 | OMB
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Jeharajah, Neville J. | 2. Issuer Name and Ticker or Trading Symbol Baxter International Inc. BAX | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Corporate Vice President |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) Baxter International Inc. One Baxter Parkway | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Day/Year 10/25/2002 | |
| (Street) Deerfield , IL 60015 | | 5. If Amendment, Date of Original (Month/Day/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
| (City) (State) (Zip) | Table
I — Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | |

1. Title of Security (Instr. 3) — Code	Price	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1 par value	115,457	D
Common Stock, $1 par value	4247	I	By 401(K)
Common Stock, $1 par value	200	I	By Child #1
Common Stock, $1 par value	200	I	By Child #2
Common Stock, $1 par value	200	I	By Child #3
Common Stock, $1 par value	2,028	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

| 1. Title of Derivative
Security (Instr. 3) | 2. Conver- sion or Exercise Price of Derivative Security | 3. Trans- action Date (Month/ Day/ Year) | 4. Trans- action Code (Instr. 8) | | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5) | | 6. Date Exercisable and Expiration Date (Month/Day/ Year) | | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) | | 8. Price of Derivative
Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | | |
| Deferred Compensation Plan - Baxter Stock Fund (1) | (2) | 10/25/2002 | A | | 53.6 (3) | | (4) | (5) | Common Stock, $1 par value (6) | 53.6 (7) | (8) | 8020.4 (9) | D |

Explanation of Responses: (1) Reporting person allocated compensation deferred under Baxter's Deferred Compensation Plan ("Plan") to the Baxter Common Stock Fund notional investment alternative. The value of the reporting person's Plan account is based on the performance of the Baxter Common Stock Fund and any other benchmark investment funds selected by the reporting person. Amounts deferred are not actually invested in the Baxter Common Stock Fund or Baxter common stock. (2) 1-for-1 (3) Equal to the amount of compensation deferred under the Plan on October 25, 2002 allocated to the Baxter Common Stock Fund notional investment alternative, divided by $27.20 which was the closing price of Baxter Common Stock as reported on the New York Stock Exchange on October 25, 2002. (4) Reporting person's account balance under the Plan is payable in cash after termination of employment or on a future date designated in advance by the reporting person, subject to the terms of the Plan. The reporting person may change investment elections quarterly. (5) Please see footnote 4. (6) Please see footnote 1. (7) Please see footnote 3. (8) Please see footnote 3. (9) Equal to the reporting person's Baxter Common Stock Fund account balance as of October 25, 2002, divided by $27.20 which was the closing price of Baxter Common Stock on October 25, 2002, as reported by the New York Stock Exchange.

By: /s/ William M. Link, Attorney-in-Fact for Neville J. Jeharajah **Signature of Reporting Person 10/25/2002 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.