Sec Form 4 Filing - Devitt Blake E @ Baxalta Inc - 2016-05-24

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 Devitt Blake E 2. Issuer Name and Ticker or Trading Symbol Baxalta Inc [ BXLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BAXALTA INCORPORATED, 1200 LAKESIDE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2016 (Street) BANNOCKBURN, 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, $0.01 par value ( 1 ) 05/24/2016 P 387 ( 2 ) ( 3 ) A 32,857 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Devitt Blake E C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN, IL60015 X Signatures /s/ Stephanie D. Miller, Attorney-in-Fact for Blake E. Devitt 05/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 21, 2016, Baxter International Inc. ("Baxter") commenced an offer to exchange shares of Baxalta common stock, par value $0.01 per share, that Baxter owned for shares of Baxter common stock, par value $1.00 per share, that are validly tendered and not validly withdrawn in the exchange offer. Any U.S. holder of Baxter common stock during the exchange offer period could participate in the exchange offer, subject to certain restrictions. On May 18, 2016, Mr. Devitt tendered 9,231 shares of Baxter common stock pursuant to the exchange offer. ( 2 )Because the exchange offer was oversubscribed, Baxter accepted only a portion of the shares of Baxter common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. ( 3 )The final proration factor of 3.6178959% was established on May 24, 2016, and applied to all tendered shares of Baxalta common stock (other than "odd-lot" tenders) to determine the number of such shares that would be accepted. As a result, 334 shares of Mr. Devitt's Baxter common stock were accepted in the exchange offer and he received 387 shares of Baxalta common stock in the exchange.

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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