0000899243-16-013640.txt : 20160217 0000899243-16-013640.hdr.sgml : 20160217 20160217210542 ACCESSION NUMBER: 0000899243-16-013640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160215 FILED AS OF DATE: 20160217 DATE AS OF CHANGE: 20160217 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: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 BUSINESS PHONE: 224-940-2000 MAIL ADDRESS: STREET 1: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCOY JOHN A. CENTRAL INDEX KEY: 0001644207 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36782 FILM NUMBER: 161435831 MAIL ADDRESS: STREET 1: C/O BAXALTA INCORPORATED STREET 2: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-15 0 0001620546 Baxalta Inc BXLT 0001644207 MCCOY JOHN A. C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN IL 60015 0 1 0 0 SVP and Controller Common Stock, par value $0.01 per share 2016-02-15 4 A 0 178 0.00 A 14497 D Common Stock, par value $0.01 per share 2016-02-15 4 F 0 208 39.00 D 14289 D Common Stock, par value $0.01 per share 2016-02-15 4 A 0 151 0.00 A 14440 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 "2013 PSUs"). 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. 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 would 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, achieved the ROIC performance target for the first six months of 2015, (Continued from Footnote 1) 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, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 44 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015, as well as the dividends that accrued on previously earned and reported shares from the 2013 PSUs. All shares earned pursuant to the 2013 PSUs vested upon final determination of achievement of Baxalta's ROIC performance target for the second six months of 2015. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of vesting of shares earned pursuant to the 2013 PSUs. 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. 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, achieved the ROIC performance target for the first six months of 2015, (Continued from Footnote 4) 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, achieved its ROIC performance targets for the last six months of 2015, and dividing such sum by two. As previously reported on August 13, 2015, the reporting person earned 47 shares based on Baxter's ROIC during the performance period of January 1, 2015 to June 30, 2015. The number of shares reported on this Form 4 represents the shares earned based on Baxalta's ROIC during the performance period of July 1, 2015 to December 31, 2015. These shares will vest after the end of the relevant three-year ROIC performance period. /s/ Stephanie D. Miller, as attorney-in-fact for John McCoy 2016-02-17