SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Solomon Carlyn D

(Last)

(First)

(Middle)

1069 STATE ROUTE 46E

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
11/17/2014 Stock Option Award	11/17/2015⁽¹⁾	11/17/2024	Common Stock	35,857	$44.93	D
11/17/2014 Restricted Stock Units (Deferred Stock Award)3 yr	11/18/2017⁽²⁾	11/18/2017	Common Stock	10,225	$0⁽³⁾	D
11/17/2014 Restricted Stock Units (Deferred Stock Award)3 yr	11/18/2015⁽⁴⁾	11/18/2017	Common Stock	55,643	$0⁽³⁾	D

Explanation of Responses:

1. Options vest 25% on each November 17, 2015, 2016, 2017 and 2018.

2. 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.

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

4. Conversion of Exercise units vest 33 1/3% on 11/18/2015, 33 1/3% on 11/18/2016, 33 1/3% on 11/18/2017. 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.

Remarks:

	Kevin Warns as Attorney-in-fact for Carlyn D. Solomon	11/17/2014
	** 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 5 (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.