BAXTER INTERNATIONAL INC — Director's Dealing 2015

Jul 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2015-07-01

Reporting Person: Eyre Brik V (CVP, Hospital Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-01	Common Stock, par value $1.00 per share	J	9466	$0.00	Acquired	38895	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-01	Stock Option (Right to Buy)	$37.38	J	71187	Acquired	2025-03-03	Common Stock, par value $1.00 per share (71187)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$28.97	2021-03-04	Common Stock, par value $1.00 per share (4550)	4550	Direct
Stock Option (Right to Buy)	$30.95	2022-03-06	Common Stock, par value $1.00 per share (6563)	6563	Direct
Stock Option (Right to Buy)	$37.82	2023-03-05	Common Stock, par value $1.00 per share (19627)	19627	Direct
Stock Option (Right to Buy)	$36.71	2023-12-02	Common Stock, par value $1.00 per share (10000)	10000	Direct
Stock Option (Right to Buy)	$37.17	2024-03-04	Common Stock, par value $1.00 per share (42992)	42992	Direct

Footnotes

F1: In connection with the spin-off (the "Spin-off") of Baxalta Incorporated ("Baxalta") from Baxter International Inc. ("Baxter"), the reporting person received a grant of 9,466 restricted stock units 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 will vest in three equal annual installments beginning on March 3, 2016, the first anniversary of the grant date.

F2: Represents options to purchase Baxter common stock awarded to the reporting person prior to the Spin-off. In connection with the Spin-off, the exercise price of the option was adjusted, and the reporting person received options to purchase shares of Baxalta common stock, to preserve the pre-Spin-off intrinsic value of the existing Baxter option award.

F3: This option is presently exercisable in full.

F4: Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on March 5, 2016.

F5: One-third of this option is presently exercisable. The remaining two thirds become exercisable on December 2, 2015 and December 2, 2016.

F6: One-third of this option is presently exercisable. The remaining two thirds become exercisable on March 4, 2016 and March 4, 2017.

F7: In connection with the Spin-off, the number of shares subject to this option and the exercise price have been adjusted to preserve the pre-Spin-off intrinsic value of the existing Baxter option award.

F8: This 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.