0001214659-21-013225.txt : 20211215
0001214659-21-013225.hdr.sgml : 20211215
20211215204120
ACCESSION NUMBER: 0001214659-21-013225
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: Groetelaars John P
CENTRAL INDEX KEY: 0001580664
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06651
FILM NUMBER: 211495666
MAIL ADDRESS:
STREET 1: C/O HILL-ROM HOLDINGS, INC.
STREET 2: 130 EAST RANDOLPH STREET, 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
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IL
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Chief Executive Officer
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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 May 14, 2019, 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 May 14, 2019, 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 7, 2019, 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 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 John P. GroetelaarsGroetelaars
2021-12-15