0001214659-21-013222.txt : 20211215 0001214659-21-013222.hdr.sgml : 20211215 20211215204105 ACCESSION NUMBER: 0001214659-21-013222 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211213 FILED AS OF DATE: 20211215 DATE AS OF CHANGE: 20211215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ladone Mary Kay CENTRAL INDEX KEY: 0001760737 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06651 FILM NUMBER: 211495663 MAIL ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hill-Rom Holdings, Inc. CENTRAL INDEX KEY: 0000047518 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351160484 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (312) 819-7200 MAIL ADDRESS: STREET 1: 130 EAST RANDOLPH STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: HILLENBRAND INDUSTRIES INC DATE OF NAME CHANGE: 19920703 4 1 marketforms-54638.xml PRIMARY DOCUMENT X0306 4 2021-12-13 true 0000047518 Hill-Rom Holdings, Inc. HRC 0001760737 Ladone Mary Kay 130 EAST RANDOLPH STREET SUITE 1000 CHICAGO IL 60601 false true false false SVP, Corp. Dev., Strat. & IR Common Stock 2021-12-13 4 D false 2284 D 0 D Employee Stock Option (Right to Buy) 103.11 2021-12-13 4 D false 4102 52.89 D 2029-11-06 Common Stock 4102 0 D Employee Stock Option (Right to Buy) 94.14 2021-12-13 4 D false 6054 61.86 D 2030-11-11 Common Stock 6054 0 D Performance-Based Restricted Stock Units (11/06/2019) 2021-12-13 4 D false 3947 D Common Stock 3947 0 D Performance-Based Restricted Stock Units (11/11/2020) 2021-12-13 4 D false 4092 D Common Stock 4092 0 D Restricted Stock Units (11/06/2019) 2021-12-13 4 D false 664 D Common Stock 664 0 D Restricted Stock Units (11/11/2020) 2021-12-13 4 D false 1363 D Common Stock 1363 0 D Restricted Stock Units (11/10/2021) 2021-12-13 4 D false 6708 D Common Stock 6708 0 D Disposed of pursuant to the Merger Agreement between Hill-Rom Holdings, Inc., Baxter International Inc. ("Baxter"), and a wholly-owned subsidiary of Baxter (the "Merger Agreement") in exchange for a cash payment of $156.00 per share of common stock. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 6, 2020, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 11, 2021, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 6, 2019, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 146.0% of the target performance level. Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 11, 2020, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 187.5% of the target performance level. Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 7, 2020, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 12, 2021, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 11, 2022, were assumed by Baxter in the merger and converted into a number of restricted stock units granted by Baxter, that relate to shares of Baxter common stock, determined by multiplying the number of restricted stock units by the quotient obtained by dividing (A) 156.00 by (B) the average closing price, rounded down to the nearest cent, per share of Hill-Rom Holdings, Inc. common stock on the New York Stock Exchange for the consecutive period of ten (10) trading days immediately preceding (but not including) the last trading day prior to the closing date of the merger. /s/ Ari D. Mintzer as Attorney-in-Fact for Mary Kay Ladone 2021-12-15