BAXTER INTERNATIONAL INC — Director's Dealing 2014

Jan 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2014-01-29

Reporting Person: Davis Robert M (Corporate Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-29	Common Stock, $1 par value	A	6836	—	Acquired	125899	Direct
2014-01-29	Common Stock, $1 par value	F	2225	$68.40	Disposed	123674	Direct
2014-01-29	Common Stock, $1 par value	A	4472	—	Acquired	128146	Direct

Footnotes

F1: These shares represent the payout from performance share units granted on March 4, 2011 pursuant to the Company's Equity Plan adopted as of such date. The number of shares represents 30% of the performance share units granted based on the Company's growth in shareholder value during the performance period of January 1, 2011 through December 31, 2013 as measured against the growth in shareholder value of the companies in the applicable heathcare peer group during the same period.

F2: These shares represent shares earned from the performance share unit award granted on March 5, 2013 pursuant to the Company's Equity Plan adopted as of such date. The award provides that fifty percent of the performance share units are earned based on the Company'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. The number of shares reported above represents the shares earned based on the Company's ROIC during the performance period of January 1, 2013 to December 31, 2013. These shares shall not vest until after the end of the entire three-year ROIC performance period.