Sec Form 4 Filing - Rasin Deborah @ Hill-Rom Holdings, Inc. - 2021-12-13

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 Rasin Deborah 2. Issuer Name and Ticker or Trading Symbol Hill-Rom Holdings, Inc. [ HRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief Legal Officer (Last) (First) (Middle) 130 EAST RANDOLPH STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2021 (Street) CHICAGO, IL60601 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 12/13/2021 D 26,527 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 Employee Stock Option (Right to Buy) $ 78.16 12/13/2021 D 9,039 ( 2 ) 11/08/2027 Common Stock 9,039 $ 77.84( 2 ) 0 D Employee Stock Option (Right to Buy) $ 96.96 12/13/2021 D 8,573 ( 3 ) 11/07/2028 Common Stock 8,573 $ 59.04( 3 ) 0 D Employee Stock Option (Right to Buy) $ 103.11 12/13/2021 D 10,754 ( 4 ) 11/06/2029 Common Stock 10,754 $ 52.89( 4 ) 0 D Employee Stock Option (Right to Buy) $ 94.14 12/13/2021 D 12,783 ( 5 ) 11/11/2030 Common Stock 12,783 $ 61.86( 5 ) 0 D Performance-Based Restricted Stock Units (11/06/2019) ( 6 ) 12/13/2021 D 5,173 ( 7 ) ( 7 ) Common Stock 5,173 ( 7 ) 0 D Performance-Based Restricted Stock Units (11/11/2020) ( 6 ) 12/13/2021 D 6,480 ( 8 ) ( 8 ) Common Stock 6,480 ( 8 ) 0 D Restricted Stock Units (11/06/2019) ( 9 ) 12/13/2021 D 870 ( 10 ) ( 10 ) Common Stock 870 ( 10 ) 0 D Restricted Stock Units (11/11/2020) ( 9 ) 12/13/2021 D 2,157 ( 11 ) ( 11 ) Common Stock 2,157 ( 11 ) 0 D Restricted Stock Units (11/10/2021) ( 9 ) 12/13/2021 D 8,878 ( 12 ) ( 12 ) Common Stock 8,878 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rasin Deborah 130 EAST RANDOLPH STREET SUITE 1000 CHICAGO, IL60601 SVP, Chief Legal Officer Signatures /s/ Ari D. Mintzer as Attorney-in-Fact for Deborah M. Rasin 12/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Merger Agreement between Hill-Rom Holdings, Inc., Baxter International Inc. ("Baxter"), and a wholly-owned subsidiary of Baxter (the "Merger Agreement") in exchange for a cash payment of $156.00 per share of common stock. ( 2 )Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 8, 2018, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. ( 3 )Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 7, 2019, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. ( 4 )Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 6, 2020, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. ( 5 )Pursuant to the Merger Agreement, these options, which provided for vesting in four equal installments beginning on November 11, 2021, were cancelled in exchange for a cash payment representing the difference between $156.00 and the exercise price of each share of underlying common stock. ( 6 )Each performance-based restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. ( 7 )Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 6, 2019, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 146.0% of the target performance level. ( 8 )Pursuant to the Merger Agreement, these performance-based restricted stock units, which were granted November 11, 2020, were cancelled in exchange for a cash payment of $156.00 per share of underlying common stock and applicable performance conditions were deemed to be achieved at 187.5% of the target performance level. ( 9 )Each restricted stock unit represents a contingent right to receive one share of Hill-Rom Holdings, Inc. common stock. ( 10 )Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 7, 2020, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. ( 11 )Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 12, 2021, were cancelled in exchange for a cash payment of $156.00 per unvested share of underlying common stock. ( 12 )Pursuant to the Merger Agreement, these restricted stock units, which provided for vesting in three equal installments beginning November 11, 2022, were assumed by Baxter in the merger and converted into a number of restricted stock units granted by Baxter, that relate to shares of Baxter common stock, determined by multiplying the number of restricted stock units by the quotient obtained by dividing (A) 156.00 by (B) the average closing price, rounded down to the nearest cent, per share of Hill-Rom Holdings, Inc. common stock on the New York Stock Exchange for the consecutive period of ten (10) trading days immediately preceding (but not including) the last trading day prior to the closing date of the merger.

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