BAXTER INTERNATIONAL INC — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2018-02-19

Reporting Person: Mason Jeanne K (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-19	Common Stock, $1 par value	A	4697	—	Acquired	95973	Direct
2018-02-19	Common Stock, $1 par value	A	3507	—	Acquired	99480	Direct

Footnotes

F1: Represents shares earned from the performance share unit award granted on March 3, 2016 pursuant to the Equity Plan adopted by Baxter International Inc. (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, 2017 to December 31, 2017. 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).

F2: Represents shares earned from the performance share unit award granted on March 2, 2017 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, 2017 to December 31, 2017. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from January 1, 2017 through December 31, 2019).