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^*

HILLENBRAND DANIEL C.

(Last)

(First)

(Middle)

ONE BATESVILLE BLVD

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020

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								1,000	D
Common Stock	09/30/2020		J⁽¹⁾		735,025	D	$0	0	I	By Generations, LP
Common Stock	09/30/2020		J⁽²⁾		90,144	A	$0	135,863	I	By Clear Water Capital Partners, LP
Common Stock								8,631	I	By John and Joan GC TR FBO (John, Rose and Olicia)
Common Stock								5,754⁽³⁾	I	By John and Joan GC TR FBO (Eleanor and Sarah)
Common Stock								48,611	I	By Hillenbrand II TR FBO (John, Rose and Olivia)
Common Stock								28,248	I	By John and Joan CRT IMA
Common Stock								20,000⁽³⁾	I	By Anne Hillenbrand Singleton Trust

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 Awards) 5/10/18	⁽⁴⁾	09/30/2020		A⁽⁵⁾		7		⁽⁶⁾	⁽⁶⁾	Common Stock	7	$0	996	D
Restricted Stock Units (Deferred Stock Awards) 2/14/19	⁽⁴⁾	09/30/2020		A⁽⁵⁾		19		⁽⁶⁾	⁽⁶⁾	Common Stock	19	$0	2,624	D
Restricted Stock Units (Deferred Stock Awards) 2/13/20	⁽⁴⁾	09/30/2020		A⁽⁵⁾		29		⁽⁶⁾	⁽⁶⁾	Common Stock	29	$0	3,919	D
RESTRICTED STOCK UNITS CUMULATIVE TOTAL	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	55⁽⁷⁾		7,539⁽⁷⁾	D

Explanation of Responses:

1. 145,000 of these shares, which are owned by a trust of which the reporting person is not a beneficial owner (the "Trust"), were loaned to Generations, LP in 2014. Pursuant to a call option of the Trust under the loan agreement with Generations, LP, exercised on September 30, 2020, these shares were returned to the Trust. Following the exercise of the call option, the remaining 590,025 shares were distributed to the partners of Generations, LP, including the reporting person, in accordance with their pro rata ownership and in connection with planned distribution activities. See Footnote 2 below for additional information.

2. 90,144 of the shares that were distributed to the partners of Generations, LP were distributed to Clear Water Capital Partners, LP on behalf of the reporting person in connection with his pro rata ownership in Generations, LP.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

4. Conversion or Exercise Price of Derivative Securities is 1-for-1.

5. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates.

6. These stock units vest immediately upon grant. However, delivery of these shares will not occur until the occurrence of one of the following: a change in control of the Company, the director's death or permanent and total disability, or one day after the date the director ceases to be a director of the Company.

7. This amount represents the cumulative total of all Restricted Stock Units (deferred stock awards) granted to reporting person. This cumulative total does not represent additional Restricted Stock Units granted to the reporting person, but is merely a total of all awards reported separately on this SEC Form 4.

	/s/ Patricia C. Lecher, as Attorney-in-Fact for Daniel C. Hillenbrand	10/02/2020
	** 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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