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: Vibert Paul (CVP, International)

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	10629	$0.00	Acquired	36266	Direct
2015-07-01	Common Stock, par value $1.00 per share	A	5000	$0.00	Acquired	41266	Direct
2015-07-01	Common Stock, par value $1.00 per share	A	6433	$0.00	Acquired	47699	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	43596	Acquired	2025-03-03	Common Stock, par value $1.00 per share (43596)	Direct
2015-07-01	Stock Option (Right to Buy)	$38.86	A	32258	Acquired	2025-07-01	Common Stock, par value $1.00 per share (32258)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$37.93	2023-06-03	Common Stock, par value $1.00 per share (20000)	20000	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 10,629 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 2, 2016 or March 3, 2016, the first anniversary of the respective grant dates.

F2: The reporting person received a grant of 5,000 restricted stock units which will vest on July 1, 2018.

F3: The reporting person received a grant of 6,433 restricted stock units which will vest in three equal annual installments beginning on July 1, 2016.

F4: 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.

F5: Two-thirds of this option is presently exercisable. The remaining one third becomes exercisable on June 3, 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.

F9: This option will vest in three equal annual installments beginning on July 1, 2016.