BAXTER INTERNATIONAL INC — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (NYSE: BAX)
CIK: 0000010456
Period of Report: 2016-05-24

Reporting Person: Third Point LLC (Director, See Remarks)
Reporting Person: Loeb Daniel S (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock, $1 par value ("Common Stock")	D	1948233	—	Disposed	51903557	Indirect

Footnotes

F1: Pursuant to the Issuer's exchange offer, for each share of the Issuer's common stock that was validly tendered and not validly withdrawn and that was accepted by the Issuer, the Issuer agreed to deliver 1.1591 shares of Baxalta Incorporated common stock, subject to proration. On May 24, 2016, after proration, the Issuer accepted 1,948,233 shares of Common Stock from the Reporting Persons and subsequently delivered to the Reporting Persons 2,258,185 shares of common stock of Baxalta Incorporated.

F2: Except as otherwise noted herein, the securities disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein.