Richard M. Wagner - Dec 13, 2021 Form 4 Insider Report for Hill-Rom Holdings, Inc. (HRC)

Role: Corporate Controller
Signature: /s/ Ari D. Mintzer as Attorney-in-Fact for Richard M. Wagner
Stock symbol: HRC
Transactions as of: Dec 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/15/2021, 07:40 PM
Previous filing: Nov 16, 2021
Next filing: Aug 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	HRC	Common Stock	-Disposed to Issuer		-5,693	-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	Restricted Stock Units (11/06/2019)	-Disposed to Issuer		-706	-100%		0	Dec 13, 2021	Common Stock	706		Direct	F3, F4
transaction	HRC	Restricted Stock Units (11/11/2020)	-Disposed to Issuer		-1,634	-100%		0	Dec 13, 2021	Common Stock	1,634		Direct	F3, F5
transaction	HRC	Restricted Stock Units (11/10/2021)	-Disposed to Issuer		-1,343	-100%		0	Dec 13, 2021	Common Stock	1,343		Direct	F3, F6

Richard M. Wagner 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 482.5767 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	Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
F4	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.
F5	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.
F6	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.