Hillenbrand, Inc. — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hillenbrand, Inc. (HI)
CIK: 0001417398
Period of Report: 2011-03-31

Reporting Person: HILLENBRAND W AUGUST (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/13/04	$	A	15	Acquired		Common Stock (15)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/11/05	$	A	19	Acquired		Common Stock (19)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/13/06	$	A	18	Acquired		Common Stock (18)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/9/07	$	A	18	Acquired		Common Stock (18)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/11/08	$	A	18	Acquired		Common Stock (18)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/11/09	$	A	45	Acquired		Common Stock (45)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/24/10	$	A	41	Acquired		Common Stock (41)	Direct
2011-03-31	Restricted Stock Units (Deferred Stock Award) 2/23/11	$	A	36	Acquired		Common Stock (36)	Direct
2011-03-31	Deferred Director Fees	$	A	25	Acquired		Common Stock (25)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
RESTRICTED STOCK UNITS CUMULATIVE TOTAL	$		Common Stock (24185)	24185	Direct

Footnotes

F1: Conversion or Exercise Price of Derivative Securities is 1-for-1.

F2: These restricted stock units vest on the date of grant, but delivery of the underlying shares of common stock will occur on the later of one year from the date of the grant, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Company. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

F3: Restricted stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

F4: Phantom stock units are entitled to dividend equivalents rights, which accrue on dividend record dates.

F5: These stock units will automatically be convered into shares of common stock on the later of the date the Director ceases to be a Member of the Board of Directors of the Company, or January 1, 2012.

F6: This amount represents the cumulative total of all Restricted Stock Units (deferred stock awards) granted to reporting person. This cumulative total does not represent additional Restricted Stock Units granted to the reporting person, but is merely a total of all awards reported separately on this SEC form 4.