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Frank Andreas G – ‘4’ for 12/13/21 re: Hill-Rom Holdings, Inc.

On:  Wednesday, 12/15/21, at 8:41pm ET   ·   For:  12/13/21   ·   Accession #:  1214659-21-13226   ·   File #:  1-06651

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/15/21  Frank Andreas G                   4                      1:28K  Hill-Rom Holdings, Inc.           Securex Filings/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider --                                      
                marketforms-54653.xml/3.6                                        




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — marketforms-54653.xml/3.6
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
FRANK ANDREAS G

(Last)(First)(Middle)
130 EAST RANDOLPH STREET
SUITE 1000

(Street)
CHICAGOIL60601

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [ HRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
SVP, Pres. Front Line Care
3. Date of Earliest Transaction (Month/Day/Year)
12/13/21
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock 12/13/21D 16,539D (1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$41.53 12/13/21D 3,149 (2) 11/18/23Common Stock3,149$114.47 (2)0D
Employee Stock Option (Right to Buy)$44.93 12/13/21D 10,040 (3) 11/17/24Common Stock10,040$111.07 (3)0D
Employee Stock Option (Right to Buy)$51.33 12/13/21D 9,719 (4) 11/16/25Common Stock9,719$104.67 (4)0D
Employee Stock Option (Right to Buy)$53.7 12/13/21D 10,215 (5) 11/14/26Common Stock10,215$102.3 (5)0D
Employee Stock Option (Right to Buy)$78.16 12/13/21D 7,620 (6) 11/8/27Common Stock7,620$77.84 (6)0D
Employee Stock Option (Right to Buy)$96.96 12/13/21D 6,601 (7) 11/7/28Common Stock6,601$59.04 (7)0D
Employee Stock Option (Right to Buy)$103.11 12/13/21D 9,771 (8) 11/6/29Common Stock9,771$52.89 (8)0D
Employee Stock Option (Right to Buy)$94.14 12/13/21D 12,833 (9) 11/11/30Common Stock12,833$61.86 (9)0D
Performance-Based Restricted Stock Units ( 11/6/19) (10) 12/13/21D 4,700 (11) (11)Common Stock4,700 (11)0D
Performance-Based Restricted Stock Units ( 11/11/20) (10) 12/13/21D 6,505 (12) (12)Common Stock6,505 (12)0D
Restricted Stock Units ( 11/6/19) (13) 12/13/21D 789 (14) (14)Common Stock789 (14)0D
Restricted Stock Units ( 11/11/20) (13) 12/13/21D 2,165 (15) (15)Common Stock2,165 (15)0D
Restricted Stock Units ( 11/10/21) (13) 12/13/21D 8,796 (16) (16)Common Stock8,796 (16)0D
Explanation of Responses:
(1)  Disposed of pursuant to the Merger Agreement between Hill-Rom Holdings, Inc., Baxter International Inc. ("Baxter"), and a wholly-owned subsidiary of Baxter (the "Merger Agreement") in exchange for a cash payment of $156.00 per share of common stock.
(2)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 18, 2014, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(3)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 17, 2015, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(4)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 16, 2016, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(5)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 14, 2017, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(6)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 9, 2018, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(7)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 7, 2019, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(8)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 6, 2020, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(9)  Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 11, 2021, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock.
(10)  Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
(11)  Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 6, 2019, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 146.0% of the target performance level.
(12)  Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 11, 2020, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 187.5% of the target performance level.
(13)  Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
(14)  Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 7, 2020, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock.
(15)  Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 12, 2021, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock.
(16)  Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 11, 2022, were assumed by Baxter in the merger and converted into a number of restricted stock units granted by Baxter, that relate to shares of Baxter common stock, determined by multiplying the number of restricted stock units by the quotient obtained by dividing (A) 156.00 by (B) the average closing price, rounded down to the nearest cent, per share of Hill-Rom Holdings, Inc. common stock on the New York Stock Exchange for the consecutive period of ten (10) trading days immediately preceding (but not including) the last trading day prior to the closing date of the merger.
Remarks:
/s/ Ari D. Mintzer as Attorney-in-Fact for Andreas G. Frank 12/15/21
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

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