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^*

HILLENBRAND W AUGUST

(Last)

(First)

(Middle)

B - 300 WINDING WAY SUITE 200

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008

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								328,090⁽¹⁾	D
Common Stock								185,254⁽¹⁾	I	By GRATs⁽²⁾
Common Stock								48,394⁽¹⁾	I	By Spouse's GRAT⁽²⁾
Common Stock								71,771⁽¹⁾	I	By Family LLC⁽²⁾
Common Stock								954,520⁽¹⁾	I	By Trusts⁽²⁾
Common Stock								37,407⁽¹⁾	I	By Trusts for Grandchildren⁽²⁾
Common Stock								8,222⁽¹⁾	I	W August Hillenbrand 2003 Option GRAT⁽²⁾

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⁾	03/31/2008		A⁽⁴⁾		1,528		⁽⁵⁾	⁽⁵⁾	Common Stock	1,528	$22.1	1,528	D
Restricted Stock Units (Deferred Stock Award) 2/11/05	⁽³⁾	03/31/2008		A⁽⁴⁾		1,927		⁽⁵⁾	⁽⁵⁾	Common Stock	1,927	$22.1	1,927	D
Restricted Stock Units (Deferred Stock Award) 2/13/06	⁽³⁾	03/31/2008		A⁽⁴⁾		1,885		⁽⁵⁾	⁽⁵⁾	Common Stock	1,885	$22.1	1,885	D
Restricted Stock Units (Deferred Stock Award) 2/9/07	⁽³⁾	03/31/2008		A⁽⁴⁾		1,846		⁽⁵⁾	⁽⁵⁾	Common Stock	1,846	$22.1	1,846	D
Restricted Stock Units (Deferred Stock Award) 2/11/08	⁽³⁾	03/31/2008		A⁽⁴⁾		1,811		⁽⁵⁾	⁽⁵⁾	Common Stock	1,811	$22.1	1,811	D
Employee Stock Option (right to buy)	$23.97	03/31/2008		A⁽⁴⁾		60,000		01/18/2000	01/18/2009	Common Stock	60,000	$23.97	60,000	D
Employee Stock Option (right to buy)	$16.69	03/31/2008		A⁽⁴⁾		60,000		01/17/2001	01/17/2010	Common Stock	60,000	$16.69	60,000	D
Director Stock Option (right to buy)	$21.68	03/31/2008		A⁽⁴⁾		4,000		04/11/2002	04/11/2011	Common Stock	4,000	$21.68	4,000	D
Director Stock Option (right to buy)	$28.97	03/31/2008		A⁽⁴⁾		4,000		04/10/2003	04/10/2012	Common Stock	4,000	$28.97	4,000	D
Director Stock Option (right to buy)	$22.3	03/30/2008		A⁽⁴⁾		4,000		02/13/2004	02/13/2013	Common Stock	4,000	$22.3	4,000	D

Explanation of Responses:

1. On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) distributed all of the shares of common stock of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.) to the shareholders of Hill-Rom Holdings, Inc. in a pro rata distribution. The shares of common stock represent shares received in this distribution.

2. Reporting person disclaims beneficial ownership of these securities.

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

4. In connection with the distribution described in note (1) above, the reporting person was granted restricted stock awards and stock options in substitution of awards and options previously issued by Hill-Rom. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates.

5. These stock units shall vest on the later of the one year anniversary from the date of grant, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Corporation.

	Carol A. Roell As Attorney-In-Fact for W August Hillenbrand	04/02/2008
	** 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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