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^*

DIBEASE MICHAEL L

(Last)

(First)

(Middle)

ONE BATESVILLE BOULEVARD

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Batesville Casket Company

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008

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	03/31/2008		C		11,711⁽¹⁾	A	$22.305	30,633⁽²⁾	D
Common Stock	03/31/2008		F		3,703	D	$22.305	26,930	D
Common Stock								553⁽²⁾	I	By Daughter⁽³⁾

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)
Restricted Stock Units (Deferred Stock Award) 12/5/07	⁽⁴⁾	03/31/2008		A⁽⁵⁾		2,201		12/06/2009⁽⁶⁾	⁽⁶⁾	Common Stock	2,201	$22.1	2,201	D
Employee Stock Option (right to buy)	$26.24	03/31/2008		A⁽⁵⁾		43,520		07/27/1999⁽⁷⁾	07/27/2008	Common Stock	43,520	$26.24	43,520	D
Employee Stock Option (right to buy)	$23.97	03/31/2008		A⁽⁵⁾		21,760		01/18/2000⁽⁷⁾	01/18/2009	Common Stock	21,760	$23.97	21,760	D
Employee Stock Option (right to buy)	$16.69	03/31/2008		A⁽⁵⁾		21,760		01/17/2001⁽⁷⁾	01/17/2010	Common Stock	21,760	$16.69	21,760	D
Employee Stock Option (right to buy)	$20.84	03/31/2008		A⁽⁵⁾		21,760		01/15/2002⁽⁷⁾	01/15/2011	Common Stock	21,760	$20.84	21,760	D
Employee Stock Option (right to buy)	$23.03	03/31/2008		A⁽⁵⁾		17,408		11/09/2002⁽⁷⁾	11/09/2011	Common Stock	17,408	$23.03	17,408	D
Employee Stock Option (right to buy)	$28.26	03/31/2008		A⁽⁵⁾		8,704		04/09/2003⁽⁷⁾	04/09/2012	Common Stock	8,704	$28.26	8,704	D
Employee Stock Option (right to buy)	$21.82	03/31/2008		A⁽⁵⁾		17,408		12/04/2003⁽⁷⁾	12/04/2012	Common Stock	17,408	$21.82	17,408	D
Employee Stock Option (right to buy)	$26.76	03/31/2008		A⁽⁵⁾		8,704		12/03/2004⁽⁷⁾	12/03/2013	Common Stock	8,704	$26.76	8,704	D
Employee Stock Option (right to buy)	$25.54	03/31/2008		A⁽⁵⁾		10,880		12/15/2005⁽⁷⁾	12/15/2014	Common Stock	10,880	$25.54	10,880	D
Employee Stock Option (right to buy)	$22.5	03/31/2008		A⁽⁵⁾		10,880		11/30/2006⁽⁷⁾	11/30/2015	Common Stock	10,880	$22.5	10,880	D
Employee Stock Option (right to buy)	$26.61	03/31/2008		A⁽⁵⁾		10,880		11/30/2007⁽⁷⁾	11/30/2016	Common Stock	10,880	$26.61	10,880	D
Employee Stock Option (right to buy)	$24.84	03/31/2008		A⁽⁵⁾		8,704		12/05/2008⁽⁷⁾	12/05/2017	Common Stock	8,704	$24.84	8,704	D

Explanation of Responses:

1. These shares were issued in replacement of Hill-Rom Holdings, Inc. ("Hill-Rom") Restricted Stock Units which had vested in conjunction with the spin off of Hillenbrand, Inc. from Hill-Rom.

2. On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) distributed all of the shares of common stock of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.) to the shareholders of Hill-Rom Holdings, Inc. in a pro rata distribution. The shares of common stock represent shares received in this distribution.

3. Reporting person disclaims beneficial ownership of these securities.

4. In connection with the distribution described in note (2) above, the reporting person was granted restricted stock awards and stock options in substitution of awards and options previously issued by Hill-Rom. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates.

5. On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) distributed all of the shares of common stock of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.) to the shareholders of Hill-Rom Holdings, Inc. In connection with the distribution, the reporting person was granted restricted stock awards and stock options in substitution of awards and options previously issued by Hill-Rom.

6. Restricted Stock Units vest 20% on 12/6/2009; 25% on 12/6/2010; 25% on 12/6/2011 and 30% on 12/6/2012. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

7. The option vests in three equal annual installments beginning on the date indicated.

	Carol A. Roell As Attorney-In-Fact for Michael L. DiBease	04/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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