BAXTER INTERNATIONAL INC — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2021-02-16

Reporting Person: Kunzler Jacqueline (SVP, Chief Quality Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock, $1 par value	A	366	—	Acquired	5141	Direct
2021-02-16	Common Stock, $1 par value	A	1310	—	Acquired	6451	Direct
2021-02-16	Common Stock, $1 par value	F	1064	$77.8	Disposed	5387	Direct
2021-02-16	Common Stock, $1 par value	A	466	—	Acquired	5854	Direct
2021-02-16	Common Stock, $1 par value	A	272	—	Acquired	6126	Direct

Footnotes

F1: Represents shares awarded from the performance share unit award granted on March 1, 2018 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2018 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 January 1, 2020 to December 31, 2020 performance period. These shares have vested as the relevant three-year performance period January 1, 2018 to December 31, 2020 (the Three-Year Performance Period) has ended.

F2: Represents shares awarded from the 2018 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 vesting of shares earned in 2018, 2019, and 2020 as part of the 2018 PSUs.

F4: Represents shares earned from the performance share unit award granted on September 4, 2018 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 Baxter's 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, 2020 to December 31, 2020. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from Janaury 1, 2019 through December 31, 2021).

F5: Represents shares earned from the performance share unit award granted on February 28, 2019 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 Baxter's 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, 2020 to December 31, 2020. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from Janaury 1, 2019 through December 31, 2021).