Sec Form 4 Filing - Stober Matthew R @ HOSPIRA INC - 2013-08-16

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 Stober Matthew R 2. Issuer Name and Ticker or Trading Symbol HOSPIRA INC [ HSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Operations (Last) (First) (Middle) C/O HOSPIRA, INC., 275 NORTH FIELD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2013 (Street) LAKE FOREST, IL60045 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/16/2013 M 4,990 A $ 35.36 53,609 D Common Stock 08/16/2013 S 4,990 D $ 40.119 ( 1 ) 48,619 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option (right to buy) $ 35.36 08/16/2013 M 4,990 ( 2 ) 02/28/2019 Common Stock 4,990 $ 0 14,970 D Phantom Shares ( 3 ) 08/16/2013 A 38.9328 ( 3 ) ( 3 ) Common Stock 38.9328 $ 40.01 1,035.1345 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stober Matthew R C/O HOSPIRA, INC. 275 NORTH FIELD DRIVE LAKE FOREST, IL60045 SVP, Operations Signatures Deborah Koenen, Attorney in Fact 08/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price listed is the average sales price. The actual sales prices for these shares ranged from $39.91 to $40.2975. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the issuer or a security holder of the issuer. ( 2 )The options that were exercised were fully vested. The remaining options vest in three equal increments on March 1, 2014, 2015 and 2016. ( 3 )These phantom shares were acquired under Hospira's Non-Qualified Savings and Investment Plan, a non-qualified deferred compensation plan. Each share of phantom stock is the economic equivalent of one share of common stock. The vested shares of phantom stock become payable in cash based upon the account balance at the time of distribution upon the earlier of a date specified by the reporting person, change in control, or his separation from service, death or disability. The shares are acquired each pay period, beginning April 26, based on the price of the common stock the day the contributions were credited to the reporting person's account.

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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