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^*

DEMPSEY WILLIAM G

(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
	Officer (give title below)	Other (specify below)

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		5,376	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)
Restricted Stock Units (03/07/2014)	⁽²⁾	12/13/2021		D			4,262	⁽³⁾	⁽³⁾	Common Stock	4,262	⁽³⁾	0	D
Restricted Stock Units (03/05/2015)	⁽²⁾	12/13/2021		D			3,339	⁽³⁾	⁽³⁾	Common Stock	3,339	⁽³⁾	0	D
Restricted Stock Units (03/16/2016)	⁽²⁾	12/13/2021		D			3,385	⁽³⁾	⁽³⁾	Common Stock	3,385	⁽³⁾	0	D
Restricted Stock Units (09/19/2016)	⁽²⁾	12/13/2021		D			176	⁽³⁾	⁽³⁾	Common Stock	176	⁽³⁾	0	D
Restricted Stock Units (03/14/2017)	⁽²⁾	12/13/2021		D			2,762	⁽³⁾	⁽³⁾	Common Stock	2,762	⁽³⁾	0	D
Restricted Stock Units (03/07/2018)	⁽²⁾	12/13/2021		D			2,669	⁽³⁾	⁽³⁾	Common Stock	2,669	⁽³⁾	0	D
Restricted Stock Units (03/06/2019)	⁽²⁾	12/13/2021		D			2,152	⁽³⁾	⁽³⁾	Common Stock	2,152	⁽³⁾	0	D
Restricted Stock Units (02/26/2020)	⁽²⁾	12/13/2021		D			2,263	⁽³⁾	⁽³⁾	Common Stock	2,263	⁽³⁾	0	D
Restricted Stock Units (03/11/2021)	⁽²⁾	12/13/2021		D			2,176	⁽³⁾	⁽³⁾	Common Stock	2,176	⁽³⁾	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. Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock.

3. Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting on the date of grant, with delivery of the underlying shares of common stock not occurring until the later of one year and a day from the date of grant, or the six-month anniversary of the date that the director ceases to be a member of the Board of Directors of Hill-Rom Holdings, Inc., were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock.

Remarks:

	/s/ Ari Mintzer as Attorney-in-Fact for William G. Dempsey	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Dempsey William G returned 5,376 shares to the company, closing all direct ownership in the company