BAXTER INTERNATIONAL INC — Director's Dealing 2022

Feb 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2022-02-10

Reporting Person: ALMEIDA JOSE E (Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-10	Common Stock, $1 par value	A	10032	—	Acquired	279988	Direct
2022-02-10	Common Stock, $1 par value	A	28978	—	Acquired	308966	Direct
2022-02-10	Common Stock, $1 par value	F	23230	$87.75	Disposed	285736	Direct

Footnotes

F1: Represents shares awarded from the performance share unit award granted on February 28, 2019 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2019 PSUs). The award provided 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, 2021 to December 31, 2021 performance period. These shares have vested as the relevant three-year performance period January 1, 2019 to December 31, 2021 (the Three-Year Performance Period) has ended.

F2: Represents shares awarded from the 2019 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 in 2019, 2020, and 2021 as part of the 2019 PSUs.