0000899243-15-003073.txt : 20150813 0000899243-15-003073.hdr.sgml : 20150813 20150813174649 ACCESSION NUMBER: 0000899243-15-003073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150811 FILED AS OF DATE: 20150813 DATE AS OF CHANGE: 20150813 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Baxalta Inc CENTRAL INDEX KEY: 0001620546 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 471869689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 224-948-2000 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOMBACH ROBERT J. CENTRAL INDEX KEY: 0001496182 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36782 FILM NUMBER: 151051829 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-11 0 0001620546 Baxalta Inc BXLT 0001496182 HOMBACH ROBERT J. C/O BAXALTA INCORPORATED ONE BAXTER PARKWAY DEERFIELD IL 60015 0 1 0 0 EVP, CFO and COO Common Stock, par value $0.01 per share 2015-08-11 4 A 0 999 0.00 A 112556 D Common Stock, par value $0.01 per share 2015-08-11 4 A 0 895 0.00 A 113451 D Represents shares earned from the performance share unit award granted on March 5, 2013 pursuant to the Equity Plan adopted by Baxter International Inc. ("Baxter") as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. (Continued in Footnote 2) In connection with the spin-off of Baxalta Incorporated ("Baxalta") from Baxter, the 2015 performance period was adjusted so that the vesting of the third one-third of the ROIC performance share units allocated to that year will vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieves the ROIC performance target for the first six months of 2015, plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieves its ROIC performance targets for the last six months of 2015, and dividing such sum by two. The number of shares reported represents the shares earned based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. These shares vest after the end of the relevant three-year ROIC performance period. Represents shares earned from the performance share unit award granted on March 4, 2014 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's Return on Invested Capital (ROIC) performance annually over a three-year period with one-third of the ROIC performance share units allocated to each one-year period. (Continued in Footnote 4) In connection with the spin-off of Baxalta from Baxter, the 2015 performance period was adjusted so that the vesting of the second one-third of the ROIC performance share units allocated to that year will vest based upon a percentage determined by adding (i) the percentage determined by the extent to which Baxter, prior to giving effect to the spin-off, achieves the ROIC performance target for the first six months of 2015, plus (ii) in the case of the reporting person, the percentage determined by the extent to which Baxalta, after giving effect to the spin-off, achieves its ROIC performance targets for the last six months of 2015, and dividing such sum by two. The number of shares reported represents the shares earned based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. These shares vest after the end of the relevant three-year ROIC performance period. /s/ Stephanie D. Miller, as attorney-in-fact for Robert J. Hombach 2015-08-13