X0306 4 2016-03-21 1 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 2016-03-21 4 J 0 63823582 D 30506097 D Pursuant to an Exchange Agreement (the "Agreement"), dated as of March 16, 2016, by and among the reporting person and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Credit Suisse Securities (USA) LLC ("Credit Suisse"), J.P. Morgan Securities LLC ("J.P. Morgan") and UBS Securities LLC ("UBS" and, together with Merrill Lynch, Credit Suisse and J.P. Morgan, the "Investment Entities"), the reporting person exchanged 63,823,582 shares of the issuer's common stock to the Investment Entities for certain indebtedness of the reporting person then owned by the Investment Entities (the "Exchange"). The Agreement placed a value on the issuer's common stock for purposes of the Exchange of $37.75 per share. /s/ David P. Scharf, Corporate Vice President, General Counsel and Corporate Secretary of Baxter International Inc. 2016-03-23