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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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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).
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1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
BAXTER INTERNATIONAL INC
[
BAX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2015
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
1.
Title of Security (Instr.
3)
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2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, $1 par value
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09/29/2015 |
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A |
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1,790
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A
|
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53,851,790
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I
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See Footnotes
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy)
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$
32.85
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09/29/2015 |
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A |
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6,290
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|
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09/29/2025 |
Common Stock
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6,290
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$
0
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6,290
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I
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See Footnotes
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Explanation of Responses: |
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 |
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/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC |
10/01/2015 |
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** Signature of Reporting Person |
Date |
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/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb |
10/01/2015 |
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** 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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