BAXTER INTERNATIONAL INC — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2017-02-21

Reporting Person: Eyre Brik V (CVP, Hospital Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock, $1 par value	A	1394	—	Acquired	38475	Direct
2017-02-21	Common Stock, $1 par value	A	2698	—	Acquired	41173	Direct
2017-02-21	Common Stock, $1 par value	F	1772	$49.96	Disposed	39401	Direct
2017-02-21	Common Stock, $1 par value	A	8252	—	Acquired	47653	Direct

Footnotes

F1: Represents shares awarded from the performance share unit award granted on March 4, 2014 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2014 PSUs). The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance, as assessed annually over a three-year period. One-third of the ROIC performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's ROIC during the January 1, 2016 to December 31, 2016 performance period. These shares have vested as the relevant three-year performance period January 1, 2014 to December 31, 2016 (the Three-Year Performance Period) has ended.

F2: Represents shares awarded from the 2014 PSUs. The award provides that fifty percent of the performance share units are earned based on Baxter's Growth in Shareholder Value (GSV) performance over the Three-Year Performance Period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's GSV during the Three-Year Performance Period. These shares have vested as the Three-Year Performance Period has ended.

F3: Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of shares earned in 2014, 2015 and 2016 as part of the 2014 PSUs.

F4: Represents shares earned from the performance share unit award granted on March 3, 2016 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on the Baxter's Adjusted Operating Margin (OM) performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares earned based on Baxter's OM, as assessed from January 1, 2016 to December 31, 2016. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from January 1, 2016 through December 31, 2018).