Sec Form 4 Filing - FORSYTH JOHN D @ Baxalta Inc - 2016-06-03

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 FORSYTH JOHN D 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) 06/03/2016 (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 ) 06/03/2016 D( 2 ) 27,827 ( 3 ) D 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 Option (Right to Buy) $ 26.33 06/03/2016 D( 2 ) 4,280 ( 4 ) 05/01/2017 Common Stock, par value $0.01 per share 4, 280 ( 4 ) 0 D Stock Option (Right to Buy) $ 28.95 06/03/2016 D( 2 ) 3,760 ( 5 ) 05/06/2018 Common Stock, par value $0.01 per share 3,760 ( 5 ) 0 D Stock Option (Right to Buy) $ 22.95 06/03/2016 D( 2 ) 5,680 ( 6 ) 05/05/2019 Common Stock, par value $0.01 per share 5,680 ( 6 ) 0 D Stock Option (Right to Buy) $ 20.81 06/03/2016 D( 2 ) 4,320 ( 7 ) 05/04/2020 Common Stock, par value $0.01 per share 4,320 ( 7 ) 0 D Stock Option (Right to Buy) $ 26.8 06/03/2016 D( 2 ) 4,990 ( 8 ) 05/03/2021 Common Stock, par value $0.01 per share 4,990 ( 8 ) 0 D Stock Option (Right to Buy) $ 25.3 06/03/2016 D( 2 ) 4,020 ( 9 ) 05/08/2022 Common Stock, par value $0.01 per share 4,020 ( 9 ) 0 D Stock Option (Right to Buy) $ 31.65 06/03/2016 D( 2 ) 3,930 ( 10 ) 05/07/2023 Common Stock, par value $0.01 per share 3,930 ( 10 ) 0 D Stock Option (Right to Buy) $ 34.14 06/03/2016 D( 2 ) 4,110 ( 11 ) 05/06/2024 Common Stock, par value $0.01 per share 4,110 ( 11 ) 0 D Stock Option (Right to Buy) $ 31.5 06/03/2016 D( 2 ) 3,810 ( 12 ) 07/01/2025 Common Stock, par value $0.01 per share 3,810 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FORSYTH JOHN D C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN, IL60015 X Signatures /s/ Stephanie D. Miller, Attorney-in-Fact for John D. Forsyth 06/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire PLC ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date. ( 2 )Disposed of pursuant to the Merger Agreement. ( 3 )Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders. Pursuant to the Merger Agreement, each unvested restricted stock unit was cancelled immediately prior to the effective time of the Merger (the "Effective Time") and converted into the right to receive the Per Share Merger Consideration. ( 4 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $33,267.10 and 272 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 5 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $25,292.80 and 208 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would ha ve received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 6 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $51,561.02 and 423 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 7 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $42,915.19 and 351 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 8 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $37,837.67 and 310 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 9 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $32,828.62 and 269 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 10 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $22,354.13 and 183 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 11 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $19,315.25 and 159 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time. ( 12 )This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $21,946.89 and 179 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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