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^*

ORLOFF JOHN J

(Last)

(First)

(Middle)

C/O BAXALTA INCORPORATED

1200 LAKESIDE DRIVE

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Baxalta Inc [ BXLT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2016

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, par value $0.01 per share⁽¹⁾	06/03/2016		D⁽²⁾		96,384⁽³⁾	D	⁽¹⁾	0	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 Option (Right to Buy)	$34.29	06/03/2016		D⁽²⁾			21,667	⁽⁴⁾	09/02/2024	Common Stock, par value $0.01 per share	21,667	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$32.04	06/03/2016		D⁽²⁾			88,168	⁽⁵⁾	03/03/2025	Common Stock, par value $0.01 per share	88,168	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$31.5	06/03/2016		D⁽²⁾			82,063	⁽⁶⁾	07/01/2025	Common Stock, par value $0.01 per share	82,063	⁽⁶⁾	0	D

Explanation of Responses:

1. This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire plc ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date.

2. Disposed of pursuant to the Merger Agreement.

3. Includes 92,626 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 22,352 Shire ADSs.

4. This stock option, which is subject to vesting as to 7,222 shares on September 2, 2016 and 7,223 shares on September 2, 2017, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 5,234 Shire ADSs with an exercise price of $141.92.

5. This stock option, which is subject to vesting as to 29,389 shares on March 3, 2017 and 29,390 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 21,302 Shire ADSs with an exercise price of $132.62.

6. This stock option, which is subject to vesting as to 27,354 shares on July 1, 2016, 27,354 shares on July 1, 2017 and 27,355 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 19,827 Shire ADSs with an exercise price of $130.39.

Remarks:

EVP, Head of Research & Development and Chief Scientific Officer

	/s/ Stephanie D. Miller, as attorney-in-fact for John J. Orloff	06/07/2016
	** Signature of Reporting Person	Date
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