FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Bodem Barbara W.
2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [HRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Financial Officer
(Last)
(First)
(Middle)

130 EAST RANDOLPH STREET, SUITE 1000
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2021
(Street)

CHICAGO, IL 60601
(City)
(State)
(Zip)
4. If Amendment, Date 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)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/13/2021 D 14,039.759 (1) D (2) 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$98.7612/13/2021 D  10,272  (3) 12/03/2028

Common Stock

10,272 $57.24 (3) 0 D 

Employee Stock Option (Right to Buy)

$103.1112/13/2021 D  15,491  (4) 11/06/2029

Common Stock

15,491 $52.89 (4) 0 D 

Employee Stock Option (Right to Buy)

$94.1412/13/2021 D  17,935  (5) 11/11/2030

Common Stock

17,935 $61.86 (5) 0 D 

Performance-Based Restricted Stock Units (11/06/2019)

(6) 12/13/2021 D  7,452  (7)   (7)

Common Stock

7,452 (7) 0 D 

Performance-Based Restricted Stock Units (11/11/2020)

(6) 12/13/2021 D  9,091  (8)   (8)

Common Stock

9,091 (8) 0 D 

Restricted Stock Units (11/06/2019)

(9) 12/13/2021 D  1,253  (10)   (10)

Common Stock

1,253 (10) 0 D 

Restricted Stock Units (11/11/2020)

(9) 12/13/2021 D  3,026  (11)   (11)

Common Stock

3,026 (11) 0 D 

Restricted Stock Units (11/10/2021)

(9) 12/13/2021 D  13,951  (12)   (12)

Common Stock

13,951 (12) 0 D 

Explanation of Responses:

Amount of securities beneficially owned at the end of the reporting period includes 718.759 shares held in the Hill-Rom Holdings, Inc. Employee Stock Purchase Plan.

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 December 3, 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.



Signatures

/s/ Ari D. Mintzer as Attorney-in-Fact for Barbara W. Bodem

12/15/2021
** Signature of Reporting PersonDate
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