Barbara W. Bodem - Dec 13, 2021 Form 4 Insider Report for Hill-Rom Holdings, Inc. (HRC)

Role
SVP, Chief Financial Officer
Signature
/s/ Ari D. Mintzer as Attorney-in-Fact for Barbara W. Bodem
Stock symbol
HRC
Transactions as of
Dec 13, 2021
Transactions value $
-$2,516,747
Form type
4
Date filed
12/15/2021, 07:40 PM
Previous filing
Dec 8, 2021
Next filing
Jan 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HRC Common Stock Disposed to Issuer -14K -100% 0 Dec 13, 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HRC Employee Stock Option (Right to Buy) Disposed to Issuer -$588K -10.3K -100% $57.24 0 Dec 13, 2021 Common Stock 10.3K $98.76 Direct F3
transaction HRC Employee Stock Option (Right to Buy) Disposed to Issuer -$819K -15.5K -100% $52.89 0 Dec 13, 2021 Common Stock 15.5K $103.11 Direct F4
transaction HRC Employee Stock Option (Right to Buy) Disposed to Issuer -$1.11M -17.9K -100% $61.86 0 Dec 13, 2021 Common Stock 17.9K $94.14 Direct F5
transaction HRC Performance-Based Restricted Stock Units (11/06/2019) Disposed to Issuer -7.45K -100% 0 Dec 13, 2021 Common Stock 7.45K Direct F6, F7
transaction HRC Performance-Based Restricted Stock Units (11/11/2020) Disposed to Issuer -9.09K -100% 0 Dec 13, 2021 Common Stock 9.09K Direct F6, F8
transaction HRC Restricted Stock Units (11/06/2019) Disposed to Issuer -1.25K -100% 0 Dec 13, 2021 Common Stock 1.25K Direct F9, F10
transaction HRC Restricted Stock Units (11/11/2020) Disposed to Issuer -3.03K -100% 0 Dec 13, 2021 Common Stock 3.03K Direct F9, F11
transaction HRC Restricted Stock Units (11/10/2021) Disposed to Issuer -14K -100% 0 Dec 13, 2021 Common Stock 14K Direct F9, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Barbara W. Bodem is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Amount of securities beneficially owned at the end of the reporting period includes 718.759 shares held in the Hill-Rom Holdings, Inc. Employee Stock Purchase Plan.
F2 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.
F3 Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on December 3, 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.
F4 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.
F5 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.
F6 Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
F7 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.
F8 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.
F9 Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
F10 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.
F11 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.
F12 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.