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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Machan Warren J

(Last)

(First)

(Middle)

P.O. BOX 619100

(Street)

DALLAS

75261-9100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Halyard Health, Inc. [ HYH ]

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)
11/07/2014

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, $0.01 par value	11/07/2014		A		1,584⁽¹⁾	A	$0.00	1,774⁽²⁾	D
Common Stock, $0.01 par value	11/07/2014		A		1,040⁽¹⁾	A	$0.00	2,814⁽²⁾	D
Common Stock, $0.01 par value	11/07/2014		A		1,532⁽¹⁾	A	$0.00	4,346⁽²⁾	D
Common Stock, $0.01 par value	11/07/2014		A		1,915⁽¹⁾	A	$0.00	6,261⁽²⁾	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)
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		3,073		05/02/2015	05/02/2022⁽³⁾	Common Stock	3,073	$0.00	3,073	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		2,190		05/01/2015	05/01/2023⁽³⁾	Common Stock	2,190	$0.00	5,263	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		2,920		05/01/2016	05/01/2023⁽³⁾	Common Stock	2,920	$0.00	8,183	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		1,900		04/30/2015	06/19/2024⁽³⁾	Common Stock	1,900	$0.00	10,083	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		1,900		04/30/2016	06/19/2024⁽³⁾	Common Stock	1,900	$0.00	11,983	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		2,534		04/30/2017	06/19/2024⁽³⁾	Common Stock	2,534	$0.00	14,517	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		480		11/07/2015	11/07/2024⁽³⁾	Common Stock	480	$0.00	14,997	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		480		11/07/2016	11/07/2024⁽³⁾	Common Stock	480	$0.00	15,477	D
Employee Stock Option (right to buy)	$37.88	11/07/2014		A		640		11/07/2017	11/07/2024⁽³⁾	Common Stock	640	$0.00	16,117	D

Explanation of Responses:

1. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan.

2. Includes 190 shares of common stock received by the reporting person from Kimberly-Clark Corporation in connection with the distribution of all of the outstanding shares of common stock of the Issuer by Kimberly-Clark Corporation on October 31, 2014.

3. Line items with the same expiration date represent all sub-parts of the same option grant, but reflect the various vesting dates of the options.

Remarks:

Senior Vice President - Business Strategy

	/s/ Ross Mansbach, as attorney-in-fact for Warren J. Machan	11/12/2014
	** 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).
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.