Mary Kay Ladone - Dec 13, 2021 Form 4 Insider Report for Hill-Rom Holdings, Inc. (HRC)

Role
SVP, Corp. Dev., Strat. & IR
Signature
/s/ Ari D. Mintzer as Attorney-in-Fact for Mary Kay Ladone
Stock symbol
HRC
Transactions as of
Dec 13, 2021
Transactions value $
-$591,455
Form type
4
Date filed
12/15/2021, 07:41 PM
Previous filing
Nov 16, 2021
Next filing
Mar 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HRC Common Stock Disposed to Issuer -2.28K -100% 0 Dec 13, 2021 Direct F1

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 -$217K -4.1K -100% $52.89 0 Dec 13, 2021 Common Stock 4.1K $103.11 Direct F2
transaction HRC Employee Stock Option (Right to Buy) Disposed to Issuer -$375K -6.05K -100% $61.86 0 Dec 13, 2021 Common Stock 6.05K $94.14 Direct F3
transaction HRC Performance-Based Restricted Stock Units (11/06/2019) Disposed to Issuer -3.95K -100% 0 Dec 13, 2021 Common Stock 3.95K Direct F4, F5
transaction HRC Performance-Based Restricted Stock Units (11/11/2020) Disposed to Issuer -4.09K -100% 0 Dec 13, 2021 Common Stock 4.09K Direct F4, F6
transaction HRC Restricted Stock Units (11/06/2019) Disposed to Issuer -664 -100% 0 Dec 13, 2021 Common Stock 664 Direct F7, F8
transaction HRC Restricted Stock Units (11/11/2020) Disposed to Issuer -1.36K -100% 0 Dec 13, 2021 Common Stock 1.36K Direct F7, F9
transaction HRC Restricted Stock Units (11/10/2021) Disposed to Issuer -6.71K -100% 0 Dec 13, 2021 Common Stock 6.71K Direct F7, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mary Kay Ladone is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
F5 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.
F6 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.
F7 Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.
F8 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.
F9 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.
F10 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.