BAXTER INTERNATIONAL INC — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Baxalta Inc (BXLT)
CIK: 0001620546
Period of Report: 2015-06-30

Reporting Person: BAXTER INTERNATIONAL INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock, par value $0.01 per share	J	676424102	$0.00	Acquired	676424202	Direct
2015-07-01	Common Stock, par value $0.01 per share	J	544521483	$0.00	Disposed	131902719	Direct

Footnotes

F1: Prior to June 30, 2015, Baxter International Inc. ("Baxter") owned 100 shares of the outstanding common stock of Baxalta International ("Baxalta") (mistakenly reported as 5,000 shares on Baxter's Form 3 filed June 9, 2015), which represented 100% of Baxalta's issued and outstanding common stock. Solely as a result of the 6,764,242.02 -for-1 stock split that was effected pursuant to a Certificate of Amendment to the Certificate of Incorporation of Baxalta filed with the Secretary of State of the State of Delaware on June 30, 2015, the 100 shares owned by the Reporting Person were split into and became an aggregate of 676,424,202 shares. The receipt of common stock in the split was exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.

F2: On July 1, 2015, Baxter made a pro rata distribution of approximately 80.5% percent of Baxalta's common shares held by it to Baxter's shareholders of record as of June 17, 2015. Additional information about the distribution can be found in Baxalta's filings with the Securities and Exchange Commission, including a registration statement on Form 10.