SEC FORM 4

SEC Form 4

FORM 4

UNITED 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

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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^*

SODERBERG PETER H

(Last)

(First)

(Middle)

1069 STATE ROUTE 46 EAST

(Street)

BATESVILLE

47006

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2009		M		93⁽¹⁾	A	⁽²⁾	50,972	D
Common Stock	03/31/2009		F		29	D	$9.89	50,943	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Deferred Stock Award) 2/13/04	⁽³⁾	03/31/2009		A		29⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	29	$9.89	2,894	D
Restricted Stock Units (Deferred Stock Award) 2/11/05	⁽³⁾	03/31/2009		A		37⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	37	$9.89	3,652	D
Restricted Stock Units (DeferredStock Award) 5 yr. 3/20/06	⁽³⁾	03/31/2009		A		203		⁽⁶⁾	⁽⁶⁾	Common Stock	203	$9.89	19,856	D
Restricted Stock Units (Deferred Stock Award) 12/14/06 5 Yr	⁽³⁾	03/31/2009		A		266		⁽⁷⁾	⁽⁷⁾	Common Stock	266	$9.89	25,980	D
Restricted Stock Units (Deferred Stock Award) 12/6/07 5 Yr	⁽³⁾	03/31/2009		A		393		⁽⁸⁾	⁽⁸⁾	Common Stock	393	$9.89	38,319	D
Restricted Stock Units (Deferred Stock Award) 12/2/08 4 Yr.	⁽³⁾	03/31/2009		A		542		⁽⁹⁾	⁽⁹⁾	Common Stock	542	$9.89	52,865	D

Explanation of Responses:

1. These shares were issued to the reporting person in connection with the cash dividend paid on the issuer's common stock on March 31, 2009 and reflect the conversion of restricted stock unit dividend equivalent rights accrued on the record date for the dividend in respect of restricted stock units that vested and were converted to common stock between the record date for the dividend and the payout date for the dividend.

2. Price - Not Applicable.

3. Conversion or Exercise Price of Derivative Security is 1-for-1.

4. Restricted Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

5. These restricted stock units vest on the date of the grant but delivery of the underlying shares of common stock will not occur until the later of one year from the date of the grant, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Company.

6. Restricted stock units vest 25% on 3/21/10 and 30% on 3/21/11. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

7. These restricted stock units vest 25% on 12/15/2009, 25% on 12/15/2010 and 30% on 12/15/2011. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

8. Restricted Stock Units vest 20% on 12/07/2009, 25% on 12/07/2010, 25% on 12/07/2011 and 30% on 12/07/2012. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

9. Restricted Stock Units vest 50% on 12/3/2010, 25% on 12/3/2011 and 25% on 12/3/2012. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

	Donna Isaacs, as Attorney-in-Fact for Peter H. Soderberg	04/02/2009
	** Signature of Reporting Person	Date
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).
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