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Form 4 BAXTER INTERNATIONAL For: Sep 29 Filed by: Loeb Daniel S

October 1, 2015 9:31 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Third Point LLC

(Last) (First) (Middle)
390 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [ BAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $1 par value 09/29/2015   A   1,790 A (1) 53,851,790 (1) (2) (3) I See Footnotes (1) (2) (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 32.85 09/29/2015   A   6,290     (4) 09/29/2025 Common Stock 6,290 $ 0 6,290 I See Footnotes (2) (3) (4)
Explanation of Responses:
1. Munib Islam, an employee of the Reporting Person and director of the Issuer, was awarded 1,790 restricted stock units which vest on the date of the Issuer's 2016 annual meeting of shareholders.
2. Except as otherwise noted herein, the securities disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein.
3. Given Mr. Islam's employment by Third Point, Third Point will have all voting and dispositive control over all securities granted to Mr. Islam and the rights to any economic return therefrom.
4. Munib Islam, an employee of the Reporting Person and director of the Issuer, was awarded 6,290 stock options. The date exercisable is the date of the Issuer's 2016 annual meeting of shareholders.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Persons may be deemed a director by virtue of the right to nominate a representative to serve on the Issuer's board of directors.  List of Exhibits: Exhibit 99.1 - Joint Filer Information
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC 10/01/2015
** Signature of Reporting Person Date
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 10/01/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 99.1


                         FORM 4 JOINT FILER INFORMATION

Name and Address:      Daniel S. Loeb
                       390 Park Avenue
                       New York, NY 10022

Date of Event Required Statement:   09/29/2015
Issuer and Ticker Symbol:           Baxter International Inc. [Bax]
Relationship to Issuer:             The Reporting Persons may be deemed a
                                    director by virtue of the right the to
                                    nominate a representative to serve on the
                                    Issuer's board of directors
Designated Filer:                   Third Point LLC

TABLE I INFORMATION

Title of Security:                  Common Stock, $1.00 par value
Transaction Date:                   9/29/2015
Transaction Code:                   A
Amount of Securities:               1,790
Securities Acquired (A) or
Disposed of (D):                    (A)
Price of Security                   See Footnote (1) in the Form 4
Amount of Securities Beneficially
  Owned Following Reported
  Transactions:                     53,851,790
Ownership Form:                     I
Nature of Indirect Beneficial

  Ownership:                        See Footnotes (1), (2) and (3) in the Form 4

TABLE II INFORMATION

Title of Derivative Security:       Stock Option (right to buy)
Conversion or Exercise Price:       $32.85
Transaction Date:                   9/29/2015
Transaction Code:                   A
Securities Acquired (A) or
Disposed of (D):                    (A)
Date Exercisable:                   See Footnote (4) in the Form 4
Expiration Date:                    9/29/2025
Title of Underlying Securities:     Common Stock
Amount of Underlying Securities:    6,290
Price of Derivative Securities:     $0
Number of Derivative Securities
  Beneficially Owned Following
  Reported Transactions:            6,290
Ownership Form:                     I
Nature of Indirect Beneficial
Ownership:                          See Footnotes (2), (3) and (4) in the Form 4

Signature:                DANIEL S. LOEB

                         By: /s/ William Song
                         ------------------------------------------
                         Name: William Song
                         Title: Attorney-in-Fact


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