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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HOSPIRA INC [ HSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/24/2011 | M(1) | 1,685 | A | (1) | 1,685 | D | |||
Common Stock | 02/24/2011 | A(2) | 6,315 | A | $0 | 8,000 | D | |||
Common Stock | 02/24/2011 | F | 2,406 | D | $52.46 | 5,594 | D | |||
Common Stock | 17,878 | I | By Betar LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to buy) | $52.61 | 02/24/2011 | A | 26,025 | (4) | 02/23/2018 | Common Stock | 26,025 | $0 | 26,025 | D | ||||
Performance Units - 2009 grant | (5) | 02/24/2011 | A | 5,518.75 | (5) | (5) | Common Stock | 5,518.75 | (5) | 11,037.5 | D | ||||
Performance Units - 2008 grant | (1) | 02/24/2011 | M | 1,685 | (1) | (1) | Common Stock | 1,685 | $0 | 0 | D |
Explanation of Responses: |
1. These 2008 performance share units were previously earned under Hospira's 2004 Long-Term Stock Incentive Plan, as amended, and were reported in Table II as a derivative security. They were still subject to time vesting at that time, but have now vested. Upon vesting, the officer was paid one share of Hospira common stock for each vested unit. See footnote 5 for a more detailed description of Hospira's performance share unit program. |
2. These performance share units were awarded under Hospira's 2004 Long-Term Stock Incentive Plan, as amended, in 2008. Upon satisfaction of the performance criteria described in footnote 5, each unit vested and was paid to the officer with one share of Hospira common stock. |
3. Betar LLC is a limited liability company wholly owned by the officer and his wife. |
4. Vests in four equal annual installments on February 24, 2012, 2013, 2014, and 2015. |
5. Performance units earned under Hospira's 2004 Long-Term Stock Incentive Plan, as amended, based on Hospira's total shareholder return compared to the total shareholder return of a pre-selected peer group over a three year performance period. The base price of common stock of Hospira and each member of the peer group is the average of the closing prices for the last 30 trading days before the relevant performance period. These units will vest after the three-year performance period ends on January 1, 2014. Performance units are payable with one share of Hospira's common stock for each vested unit. |
Deborah K. Koenen, attorney in fact | 02/28/2011 | |
** 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. |