BAXTER INTERNATIONAL INC — Director's Dealing 2016

Jun 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2016-06-03

Reporting Person: GAVIN JAMES R III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-03	Deferred Comp Plan Baxter Common Stock Fund	$	A	1114	Acquired		Common Stock, $1 par value (1114)	Direct
2016-06-06	Deferred Comp Plan Baxter Common Stock Fund	$	A	1312	Acquired		Common Stock, $1 par value (1312)	Direct

Footnotes

F1: 1 for 1.

F2: In connection with the June 3, 2016 merger (the "Merger") of a wholly-owned subsidiary of Shire plc with and into Baxalta Incorporated ("Baxalta"), with Baxalta as the surviving company, the reporting person received, or was deemed to receive, cash merger consideration in exchange for Baxalta restricted stock units previously deferred under Baxter's Directors' Deferred Compensation Plan (the "Plan"). A portion of such cash merger consideration was allocated to the Plan's Baxter Common Stock Fund notional investment alternative.

F3: On June 6, 2016 and in connection with the Merger, the reporting person received, or was deemed to receive, cash merger consideration with respect to investments previously allocated to the Plan's Baxalta Common Stock Fund notional investment alternative. A portion of such cash merger consideration was allocated to the Plan's Baxter Common Stock Fund notional investment alternative.