X0306 4 2016-02-02 0 0001620546 Baxalta Inc BXLT 0000010456 BAXTER INTERNATIONAL INC ONE BAXTER PARKWAY DEERFIELD IL 60015 0 0 1 0 Common Stock, par value $0.01 per share 2016-02-02 4 J 0 37573040 D 94329679 D Pursuant to an Exchange Agreement (the "Agreement"), dated as of January 27, 2016, between the reporting person and Chase Lincoln First Commercial Corporation ("Chase Lincoln"), the reporting person transferred 37,573,040 shares of the issuer's common stock to Chase Lincoln in exchange for the extinguishment in full and termination of all of the outstanding loan obligations under a 364-day credit agreement between the reporting person, Chase Lincoln and the other parties thereto (the "Transfer"). The Agreement placed a value on the issuer's common stock for purposes of the Transfer of $39.50 per share, prior to giving effect to any fees and discounts associated with the Transfer. /s/ David P. Scharf, Corporate Vice President, Corporate Secretary and General Counsel of Baxter International Inc. 2016-02-02