0001214659-21-013211.txt : 20211215 0001214659-21-013211.hdr.sgml : 20211215 20211215204020 ACCESSION NUMBER: 0001214659-21-013211 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211213 FILED AS OF DATE: 20211215 DATE AS OF CHANGE: 20211215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bodem Barbara W. CENTRAL INDEX KEY: 0001713893 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06651 FILM NUMBER: 211495652 MAIL ADDRESS: STREET 1: ONE INVACARE WAY CITY: ELYRIA STATE: OH ZIP: 44035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hill-Rom Holdings, Inc. CENTRAL INDEX KEY: 0000047518 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351160484 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (312) 819-7200 MAIL ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: HILLENBRAND INDUSTRIES INC DATE OF NAME CHANGE: 19920703 4 1 marketforms-54634.xml PRIMARY DOCUMENT X0306 4 2021-12-13 true 0000047518 Hill-Rom Holdings, Inc. HRC 0001713893 Bodem Barbara W. 130 EAST RANDOLPH STREET SUITE 1000 CHICAGO IL 60601 false true false false SVP, Chief Financial Officer Common Stock 2021-12-13 4 D false 14039.759 D 0 D Employee Stock Option (Right to Buy) 98.76 2021-12-13 4 D false 10272 57.24 D 2028-12-03 Common Stock 10272 0 D Employee Stock Option (Right to Buy) 103.11 2021-12-13 4 D false 15491 52.89 D 2029-11-06 Common Stock 15491 0 D Employee Stock Option (Right to Buy) 94.14 2021-12-13 4 D false 17935 61.86 D 2030-11-11 Common Stock 17935 0 D Performance-Based Restricted Stock Units (11/06/2019) 2021-12-13 4 D false 7452 D Common Stock 7452 0 D Performance-Based Restricted Stock Units (11/11/2020) 2021-12-13 4 D false 9091 D Common Stock 9091 0 D Restricted Stock Units (11/06/2019) 2021-12-13 4 D false 1253 D Common Stock 1253 0 D Restricted Stock Units (11/11/2020) 2021-12-13 4 D false 3026 D Common Stock 3026 0 D Restricted Stock Units (11/10/2021) 2021-12-13 4 D false 13951 D Common Stock 13951 0 D Amount of securities beneficially owned at the end of the reporting period includes 718.759 shares held in the Hill-Rom Holdings, Inc. Employee Stock Purchase Plan. 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. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on December 3, 2019, 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. 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. 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. Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. 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. 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. Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. 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. 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. 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. /s/ Ari D. Mintzer as Attorney-in-Fact for Barbara W. Bodem 2021-12-15