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^*

Endicott David J.

(Last)

(First)

(Middle)

C/O HOSPIRA, INC.

275 NORTH FIELD DRIVE

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOSPIRA INC [ HSP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., Hospira Medical Devices

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2014

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	03/31/2014		A		19,375⁽¹⁾	A	$43.01	19,375	D
Common Stock	03/31/2014		A		58,126⁽²⁾	A	$43.01	77,501	D

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 Options (Right to buy)	$43.01	03/31/2014		A		72,971⁽³⁾		⁽³⁾	03/31/2021	Common Stock	72,971	$0	72,971	D

Explanation of Responses:

1. Award of time-vested restricted stock units on March 31, 2014. The restricted stock units vest over a three-year period from the date of grant in equal installments of one-third per year, based on continued employment. Thus, the RSUs will vest on March 31, 2015, 2016, and 2017. Upon vesting, the RSUs are immediately exercisable. Should an officer's employment be terminated prior to vesting (unless for retirement, disability, or death), the officer will forfeit the unvested units. And, if terminated for cause, the officer will forfeit the vested units, as well.

2. Sign-on award of restricted stock units on March 31, 2014. The restricted stock units vest over a four-year period from the date of grant in equal installments of one-quarter per year, based on continued employment. Thus, the RSUs will vest on March 31, 2015, 2016, 2017 and 2018. Upon vesting, the RSUs are immediately exercisable. Should an officer's employment be terminated prior to vesting (unless for retirement, disability, or death), the officer will forfeit the unvested units. And, if terminated for cause, the officer will forfeit the vested units, as well.

3. The stock options, granted on March 31, 2014, vest in four equal annual installments on March 31, 2015, 2016, 2017 and 2018. The exercise price of $43.01 is the average of the high and low trading prices of Hospira common stock on the date of grant. The stock options have a seven-year term.

	Benjamin Kwakye, Attorney in Fact	04/02/2014
	** 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).
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