Sec Form 4 Filing - Werner Thomas E @ HOSPIRA INC - 2015-09-03

Insider filing report for Changes in Beneficial Ownership
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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
Werner Thomas E
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, Finance & CFO
(Last) (First) (Middle)
C/O HOSPIRA, INC., 275 NORTH FIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2015
(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 09/03/2015 M( 1 ) 664.7404 A 664.7404 I Phantom Shares held in deferred compensation plan
Common Stock 09/03/2015 D 664.7404 D 0 I Phantom Shares held in deferred compensation plan
Common Stock 09/03/2015 A( 2 ) 20,243 A $ 0 109,015 D
Common Stock 09/03/2015 A( 3 ) 11,007 A $ 0 120,022 D
Common Stock 09/03/2015 A( 4 ) 12,066 A $ 0 132,088 D
Common Stock 09/03/2015 M( 5 ) 20,000 A $ 38.13 152,088 D
Common Stock 09/03/2015 M( 6 ) 40,541 A $ 49.64 192,629 D
Common Stock 09/03/2015 M( 7 ) 6,676 A $ 53.3 199,305 D
Common Stock 09/03/2015 M( 8 ) 32,531 A $ 52.61 231,836 D
Common Stock 09/03/2015 M( 9 ) 69,860 A $ 35.36 301,696 D
Common Stock 09/03/2015 M( 10 ) 73,171 A $ 28.95 374,867 D
Common Stock 09/03/2015 M( 11 ) 53,333 A $ 42.7 428,200 D
Common Stock 09/03/2015 D 428,200 D $ 90 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 (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
Stock Options (right to buy) $ 38.13 09/03/2015 M 20,000 ( 5 ) 09/28/2016 Common Stock 20,000 $ 0 0 D
Stock Options (right to buy) $ 49.64 09/03/2015 M 40,541 ( 6 ) 02/10/2017 Common Stock 40,541 $ 0 0 D
Stock Options (right to buy) $ 53.3 09/03/2015 M 6,676 ( 7 ) 08/17/2017 Common Stock 6,676 $ 0 0 D
Stock Options (right to buy) $ 52.61 09/03/2015 M 32,531 ( 8 ) 02/23/2018 Common Stock 32,531 $ 0 0 D
Stock Options (right to buy) $ 35.36 09/03/2015 M 69,860 ( 9 ) 02/28/2019 Common Stock 69,860 $ 0 0 D
Stock Options (right to buy) $ 28.95 09/03/2015 M 73,171 ( 10 ) 02/26/2020 Common Stock 73,171 $ 0 0 D
Stock Options (right to buy) $ 42.7 09/03/2015 M 53,333 ( 11 ) 02/25/2021 Common Stock 53,333 $ 0 0 D
Phantom Shares ( 1 ) 09/03/2015 M 664.7404 ( 1 ) ( 1 ) Common Stock 664.7404 $ 0 0 I Phantom Shares held in non-qualified savings and investment plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Werner Thomas E
C/O HOSPIRA, INC.
275 NORTH FIELD DRIVE
LAKE FOREST, IL60045
SVP, Finance & CFO
Signatures
Koreen A. Ryan, Attorney in Fact 09/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Conversion of phantom shares that 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 or upon a change in control.
( 2 )Vesting of performance share units for the 2013-2015 performance cycle. The award provided for vesting based on achievement of total shareholder return over a three year performance period relative to the performance of a pre-established peer group, or upon a change of control. Thus, the units vested on September 3, 2015.
( 3 )Vesting of performance share units for the 2014-2016 performance cycle. The award provided for vesting based on achievement of total shareholder return over a three year performance period relative to the performance of a pre-established peer group, or upon a change of control. Thus, the units vested on September 3, 2015.
( 4 )Vesting of a performance-contingent restricted stock units award granted February 27, 2013. The units were earned when Hospira's stock price appreciated 20% over the fair market value on the date of grant, and maintained that price for a 30 consecutive trading day period (based on Hospira's closing market price on those 30 consecutive days). Since the units were earned, the award provided for three-year time based cliff vesting, or upon a change of control. Thus, vesting of the units was accelerated upon a change of control.
( 5 )Exercise of stock options granted on 9/29/2006, which vested in four equal installments on September 29, 2007, 2008, 2009 and 2010. The stock options expire in ten years, or September 28, 2016.
( 6 )Exercise of stock options granted on 2/11/2010, which vested in three equal installments on February 11, 2011, 2012 and 2013.
( 7 )Exercise of stock options granted on 08/18/10, which vested in three equal installments on August 18, 2011, 2012 and 2013.
( 8 )Exercise of stock options granted on 2/24/2011, which vested in four equal installments on February 24, 2012, 2013, 2014 and 2015.
( 9 )Exercise of stock options granted on 3/1/2012, which vest in four equal installments on March 1, 2013, 2014, 2015, and 2016. The vesting of the last tranche of options was accelerated in connection with the change of control.
( 10 )Exercise of stock options granted on 2/27/2013, which vest in four annual installments on February 27, 2014, 2015, 2016 and 2017. The vesting of the last two tranches of options was accelerated in connection with the change of control.
( 11 )Exercise of stock options granted on 2/26/2014, which vest in four annual installments on February 26, 2015, 2016, 2017 and 2018. The vesting of the last three tranches of options was accelerated in connection with the change of control.

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