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^*

Underhill Kimberly K

(Last)

(First)

(Middle)

P.O. BOX 619100

(Street)

DALLAS

75261-9100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KIMBERLY CLARK CORP [ KMB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2018

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	01/29/2018		M		9,303	A	$107.5054	31,141	D
Common Stock	01/29/2018		M		7,790	A	$110.72	38,931	D
Common Stock	01/29/2018		M		6,065	A	$98.9241	44,996	D
Common Stock	01/29/2018		S		23,158	D	$119.766⁽¹⁾	21,838	D
Common Stock								2,355.7758	I	401(k) and Profit Sharing Plan⁽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)
Stock Option (Right to Buy)⁽³⁾	$110.72	01/29/2018		M			7,790	⁽⁴⁾	04/29/2025	Common Stock	7,790	$0.0000	10,387	D
Stock Option (Right to Buy)⁽³⁾	$107.5054⁽⁵⁾	01/29/2018		M			9,303⁽⁵⁾	⁽⁶⁾	04/30/2024	Common Stock	9,303	$0.0000	0.0000⁽⁵⁾	D
Stock Option (Right to Buy)⁽³⁾	$98.9241⁽⁵⁾	01/29/2018		M			6,065⁽⁵⁾	⁽⁶⁾	05/01/2023	Common Stock	6,065	$0.0000	0.0000⁽⁵⁾	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $119.74 to $119.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. Shares are held by the trustee of the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan and beneficially owned by the reporting person as of recent practicable date.

3. Employee stock option granted under the Kimberly-Clark Corporation 2011 Equity Participation Plan.

4. The option vests in three annual installments of 30%, 30% and 40%, on the first, second and third anniversaries of the date of grant, respectively.

5. All historical share and stock option exercise price data in this Form 4 have been adjusted to reflect the Corporation's spin-off of its wholly owned subsidiary Halyard Health, Inc., on October 31, 2014. The adjustments were made to preserve the intinsic value of the reporting person's stock options existing prior to the spin-off.

6. The option vests in three annual installments of 30%, 30% and 40%, on the first, second and third anniversaries of the date of grant, respectively

	/s/ Jeffrey S. McFall as attorney-in-fact for Kimberly K. Underhill	01/31/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.