BAXTER INTERNATIONAL INC — Director's Dealing 2020

Mar 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2020-03-19

Reporting Person: Accogli Giuseppe (SVP, President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-19	Common Stock, $1 par value	A	3483	—	Acquired	66199	Direct
2020-03-19	Common Stock, $1 par value	A	10161	—	Acquired	76360	Direct
2020-03-19	Common Stock, $1 par value	F	8620	$84.59	Disposed	67740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-20	Stock Option (Right to Buy)	$75.75	A	95359	Acquired	2030-03-20	Common Stock, $1 par value (95359)	Direct

Footnotes

F1: Represents shares awarded from the performance share unit award granted on March 2, 2017 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2017 PSUs). The award provides that fifty percent of the performance share units are earned based on 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 awarded based on Baxter's OM during the Janaury 1, 2019 to December 31, 2019 performance period. These shares have vested as the relevant three-year performance period January 1, 2017 to December 31, 2019 (the Three-Year Performance Period) has ended.

F2: Represents shares awarded from the 2017 PSUs. The award provides that fifty percent of the performance share units are earned based on Baxter's Total Shareholder Return (TSR) performance over the Three-Year Performance Period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's TSR 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 delivery of shares on March 19, 2020 from the settlement of shares earned in 2017, 2018, and 2019 as part of the 2017 PSUs.

F4: The options become exercisable in three equal annual installments beginning on March 22, 2021, the first anniversary of the grant date.