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^*

SODERBERG PETER H

(Last)

(First)

(Middle)

1069 STATE ROUTE 46 EAST

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [ HRC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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		49	A	$48.32	49	D
Common Stock	03/31/2008		F		16	D	$48.32	33	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)
Restricted Stock Units (Deferred Stock Award) 2/13/04	⁽¹⁾	03/31/2008		A⁽²⁾		10		02/14/2005⁽³⁾	⁽³⁾	Common Stock	10	$47.8	1,528	D
Restricted Stock Units (Deferred Stock Award) 2/11/05	⁽¹⁾	03/31/2008		A⁽²⁾		10		02/12/2006⁽³⁾	⁽³⁾	Common Stock	10	$47.8	1,927	D
Restricted Stock Units (Deferred Stock Award) 3 yr.3/20/06	⁽¹⁾	03/31/2008		A⁽²⁾		49		03/31/2008⁽⁴⁾	⁽⁴⁾	Common Stock	49	$47.8	49	D
Restricted Stock Units (DeferredStock Award) 5 yr. 3/20/06	⁽¹⁾	03/31/2008		A⁽²⁾		112		03/21/2009⁽⁵⁾	⁽⁵⁾	Common Stock	112	$47.8	15,244	D
Restricted Stock Units (Deferred Stock Award) 12/14/06 5 Yr	⁽¹⁾	03/31/2008		A⁽²⁾		101		12/15/2008⁽⁶⁾	⁽⁶⁾	Common Stock	101	$47.8	17,140	D
Restricted Stock Units (Deferred Stock Award) 12/6/07 5 Yr	⁽¹⁾	03/31/2008		A⁽²⁾		120		12/07/2009⁽⁷⁾	⁽⁷⁾	Common Stock	120	$47.8	20,225	D
Restricted Stock Units (Deferred Stock Award) 2/13/04	⁽¹⁾	03/31/2008		J⁽⁸⁾		1,299		02/14/2005⁽³⁾	⁽³⁾	Common Stock	1,299	$25.99	2,827	D
Restricted Stock Units (Deferred Stock Award) 2/13/04	⁽¹⁾	03/31/2008		J⁽⁸⁾		1,639		02/12/2006⁽³⁾	⁽³⁾	Common Stock	1,639	$25.99	3,566	D
Restricted Stock Units (Deferred Stock Award) 3/20/06	⁽¹⁾	03/31/2008		J⁽⁸⁾		12,963		03/21/2009⁽⁵⁾	⁽⁵⁾	Common Stock	12,963	$25.99	28,207	D
Restricted Stock Units (Deferred Stock Award) 12/14/06	⁽¹⁾	03/31/2008		J⁽⁸⁾		14,575		12/15/2008⁽⁶⁾	⁽⁶⁾	Common Stock	14,575	$25.99	31,715	D
Restricted Stock Units (Deferred Stock Award) 12/6/07	⁽¹⁾	03/31/2008		J⁽⁸⁾		17,197		12/07/2009⁽⁷⁾	⁽⁷⁾	Common Stock	17,197	$25.99	37,422	D
May 17, 02 Director Stock Option Award	$33.28	03/31/2008		J⁽⁸⁾		3,400		05/17/2003	05/17/2012	Common Stock	3,400	$33.28	7,400	D
Feb 13, 03 Director Stock Option Award	$26.22	03/31/2008		J⁽⁸⁾		3,400		02/13/2004	02/13/2013	Common Stock	3,400	$26.22	7,400	D
Mar 20, 06 Stock Option Award	$29.6	03/31/2008		J⁽⁸⁾		49,993		03/20/2007	03/20/2016	Common Stock	49,993	$29.6	108,808	D
Dec 14, 06 Stock Option Award	$32.51	03/31/2008		J⁽⁸⁾		57,048		12/14/2007	12/14/2016	Common Stock	57,048	$32.51	124,163	D
Dec. 6, 07 Stock Opton Award	$29.33	03/31/2008		J⁽⁸⁾		68,553		12/06/2008	12/06/2017	Common Stock	68,553	$29.33	149,204	D
Restricted Stock Units (DFeferred Stock Award) 3 yr. 3/20/06	⁽¹⁾	03/31/2008		C			49	03/21/2008⁽⁴⁾	⁽⁴⁾	Common Stock	49	$48.32	0	D

Explanation of Responses:

1. Conversion or Exercise Price of Derivative Security is 1-for-1.

2. Restricted stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

3. These stock units shall vest on the later of the date indicated, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Corporation.

4. Restricted Stock Units vest in equal one-third increments on the day after the dates of the six months, twelve months and twenty four months anniversaries of the award date, i.e., 9/21/06, 3/21/07 and 3/21/08. 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.

5. Restricted Stock Units vest 20% on 3/21/08, 25% on 3/21/09, 25% on 3/21/10 and 30% on 3/21/11. 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.

6. Restricted Stock Units vest 20% on 12/15/08, 25% on 12/15/09, 25% on 12/15/10 and 30% on 12/15/11. 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. Restricted Stock Units vest 20% on 12/07/2009, 25% on 12/07/2010, 25% on 12/07/2011 and 30% on 12/07/2012. 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.

8. On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) completed the spin-off of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.). In connection with the spin-off, equitable adjustments were made to outstanding restricted stock units and stock options.

	Peter H. Soderberg	04/02/2008
	** Signature of Reporting Person	Date
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