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: Schaaf Jill M (CVP, Renal)

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	6311	$0.00	Acquired	48948	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	47458	Acquired	2025-03-03	Common Stock, par value $1.00 per share (47458)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $1.00 per share	777	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$27.58	2017-03-15	Common Stock, par value $1.00 per share (8450)	8450	Direct
Stock Option (Right to Buy)	$31.30	2018-03-05	Common Stock, par value $1.00 per share (6900)	6900	Direct
Stock Option (Right to Buy)	$28.27	2019-03-04	Common Stock, par value $1.00 per share (7800)	7800	Direct
Stock Option (Right to Buy)	$31.77	2020-03-03	Common Stock, par value $1.00 per share (11119)	11119	Direct
Stock Option (Right to Buy)	$28.97	2021-03-04	Common Stock, par value $1.00 per share (14330)	14330	Direct
Stock Option (Right to Buy)	$30.95	2022-03-06	Common Stock, par value $1.00 per share (19688)	19688	Direct
Stock Option (Right to Buy)	$37.82	2023-03-05	Common Stock, par value $1.00 per share (20609)	20609	Direct
Stock Option (Right to Buy)	$37.17	2024-03-04	Common Stock, par value $1.00 per share (21903)	21903	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 6,311 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 March 4, 2016 and March 4, 2017.

F6: 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.

F7: 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.