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: Scharf David P. (CVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-01	Common Stock, par value $1 per share	J	13253	$0.00	Acquired	95459	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	99662	Acquired	2025-03-03	Common Stock, par value $1 per share (99662)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$31.30	2018-03-05	Common Stock, par value $1 per share (13000)	13000	Direct
Stock Option (Right to Buy)	$31.77	2020-03-03	Common Stock, par value $1 per share (32410)	32410	Direct
Stock Option (Right to Buy)	$28.97	2021-03-04	Common Stock, par value $1 per share (19851)	19851	Direct
Stock Option (Right to Buy)	$30.95	2022-03-06	Common Stock, par value $1 per share (78753)	78753	Direct
Stock Option (Right to Buy)	$37.82	2023-03-05	Common Stock, par value $1 per share (83267)	83267	Direct
Stock Option (Right to Buy)	$37.17	2024-03-04	Common Stock, par value $1 per share (90284)	90284	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 13,253 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.