SEC FORM 4

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^*

Groetelaars John P

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET

SUITE 1000

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [ HRC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2021

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	12/13/2021		D		34,870	D	⁽¹⁾	0	D

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)
Employee Stock Option (Right to Buy)	$89.08	12/13/2021		D			39,962	⁽²⁾	05/14/2028	Common Stock	39,962	$66.92⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$89.08	12/13/2021		D			51,400	⁽³⁾	05/14/2028	Common Stock	51,400	$66.92⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$96.96	12/13/2021		D			42,314	⁽⁴⁾	11/07/2028	Common Stock	42,314	$59.04⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$103.11	12/13/2021		D			51,127	⁽⁵⁾	11/06/2029	Common Stock	51,127	$52.89⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$94.14	12/13/2021		D			59,783	⁽⁶⁾	11/11/2030	Common Stock	59,783	$61.86⁽⁶⁾	0	D
Restricted Stock Units (11/06/2019)	⁽⁷⁾	12/13/2021		D			24,594	⁽⁸⁾	⁽⁸⁾	Common Stock	24,594	⁽⁸⁾	0	D
Restricted Stock Units (11/11/2020)	⁽⁷⁾	12/13/2021		D			30,304	⁽⁹⁾	⁽⁹⁾	Common Stock	30,304	⁽⁹⁾	0	D
Restricted Stock Units (11/06/2019)	⁽¹⁰⁾	12/13/2021		D			4,128	⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,128	⁽¹¹⁾	0	D
Restricted Stock Units (11/11/2020)	⁽¹⁰⁾	12/13/2021		D			10,083	⁽¹²⁾	⁽¹²⁾	Common Stock	10,083	⁽¹²⁾	0	D
Restricted Stock Units (11/10/2021)	⁽¹⁰⁾	12/13/2021		D			46,502	⁽¹³⁾	⁽¹³⁾	Common Stock	46,502	⁽¹³⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.

8. 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.

9. 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.

10. Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.

11. 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.

12. 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.

13. 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.

Remarks:

	/s/ Ari D. Mintzer as Attorney-in-Fact for John P. GroetelaarsGroetelaars	12/15/2021
	** 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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SEC Form 4: Groetelaars John P returned 34,870 shares to the company, closing all direct ownership in the company