Sec Form 4 Filing - SACCARO JAMES @ BAXTER INTERNATIONAL INC - 2020-03-19

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 SACCARO JAMES 2. Issuer Name and Ticker or Trading Symbol BAXTER INTERNATIONAL INC [ BAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) ONE BAXTER PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2020 (Street) DEERFIELD, IL60015 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, $1 par value 03/19/2020 A 4,377 ( 1 ) A $ 0 165,386 D Common Stock, $1 par value 03/19/2020 A 12,774 ( 2 ) A $ 0 178,160 D Common Stock, $1 par value 03/19/2020 F 10,131 ( 3 ) D $ 84.59 168,029 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 Option (Right to Buy) $ 75.75 03/20/2020 A 41,322 ( 4 ) 03/20/2030 Common Stock, $1 par value 41,322 $ 0 41,322 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SACCARO JAMES ONE BAXTER PARKWAY DEERFIELD, IL60015 Executive VP and CFO Signatures /s/ Matthew Rice, as attorney in-fact for James Saccaro 03/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares awarded from the performance share unit award granted on March 2, 2017 pursuant to the Equity Plan adopted by Baxter International Inc. (Baxter) as of such date (the 2017 PSUs). The award provides that fifty percent of the performance share units are earned based on Baxter's Adjusted Operating Margin (OM) performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's OM during the Janaury 1, 2019 to December 31, 2019 performance period. These shares have vested as the relevant three-year performance period January 1, 2017 to December 31, 2019 (the Three-Year Performance Period) has ended. ( 2 )Represents shares awarded from the 2017 PSUs. The award provides that fifty percent of the performance share units are earned based on Baxter's Total Shareholder Return (TSR) performance over the Three-Year Performance Period. The number of shares reported on this Form 4 represents the shares awarded based on Baxter's TSR during the Three-Year Performance Period. These shares have vested as the Three-Year Performance Period has ended. ( 3 )Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the delivery of shares on March 19, 2020 from the settlement of shares earned in 2017, 2018, and 2019 as part of the 2017 PSUs. ( 4 )The options become exercisable in three equal annual installments beginning on March 22, 2021, the first anniversary of the grant date.

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