Amy M. Dodrill - 13 Dec 2021 Form 4 Insider Report for Hill-Rom Holdings, Inc.

Footnote F1

Amount of securities beneficially owned at the end of the reporting period includes 110.0663 shares held in the Hill-Rom Holdings, Inc. Employee Stock Purchase Plan.

Footnote 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.

Footnote F3

Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 4, 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.

Footnote F4

Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 8, 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.

Footnote F5

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.

Footnote F6

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.

Footnote F7

Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.

Footnote F8

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.

Footnote F9

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.

Footnote F10

Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.

Footnote F11

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.

Footnote F12

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.

Footnote F13

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.