Page 4 of 5 – SEC Filing
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates
to the common stock, par value $1.00 per share (the Common Stock), of Baxter International Inc., a Delaware corporation (the Issuer) and amends the Schedule 13D filed on August 5, 2015 as amended by
Amendment No. 1 and Amendment No. 2 thereto filed on August 6, 2015 and September 30, 2015, respectively (the Original Schedule 13D and, together with this Amendment No. 3, the Schedule
13D). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 3 is being filed to amend Items 3, 4, and 5 of the Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated to read as follows:
The Funds expended an aggregate of approximately $1,846,000,000 of their own investment capital to acquire the 46,008,080 shares of Common
Stock held by them.
The Reporting Persons and Funds may effect purchases of shares of Common Stock through margin accounts maintained for
them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies. Positions in shares
of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be
held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is amended to add the following:
On February 28, 2017, the Reporting Persons sold a portion of their Common Stock in a block trade, as described in further detail in Item 5
below. The Reporting Persons decision to sell was a result of portfolio management discussions, as the Reporting Persons position in the Common Stock had approached concentration limit guidelines due to the significant appreciation
since their original investment. The Reporting Persons do not currently contemplate further sales for at least 90 days but reserve the right to re-evaluate at any time based on, among other things, performance of the Issuer and market
conditions. The Reporting Persons are pleased with the performance of the Issuers CEO and are confident in his ability to continue to create value for shareholders.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated to read as follows:
(a) As of 4:00 p.m., New York City time, on February 28, 2017, the Reporting Persons beneficially own an aggregate of 46,008,080 shares of
Common Stock held by the Funds (the Shares). The Shares include 6,290 shares of Common Stock underlying stock options granted to Munib Islam, an employee of Third Point and a director of the Issuer, which became exercisable on the
date of the Issuers 2016 annual meeting of shareholders. The Shares represent 8.5% of the Issuers Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon 540,088,520
shares of Common Stock outstanding (which represents the sum of (x) the 540,082,230 shares of Common Stock outstanding as of January 31, 2017, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, filed by the Issuer with the Securities and Exchange Commission on February 23, 2017, and (y) the 6,290 shares of Common Stock underlying the stock options granted to Mr. Islam).
(b) Each of the Reporting Persons shares voting and dispositive power over the shares of Common Stock held directly by the Funds.
(c) On February 28, 2017, the Reporting Persons sold an aggregate of 5,901,767 shares of Common Stock in a block trade at a price per
share of $50.35. Except as described in the immediately preceding sentence, there were no transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons.
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This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates
to the common stock, par value $1.00 per share (the Common Stock), of Baxter International Inc., a Delaware corporation (the Issuer) and amends the Schedule 13D filed on August 5, 2015 as amended by
Amendment No. 1 and Amendment No. 2 thereto filed on August 6, 2015 and September 30, 2015, respectively (the Original Schedule 13D and, together with this Amendment No. 3, the Schedule
13D). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 3 is being filed to amend Items 3, 4, and 5 of the Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated to read as follows:
The Funds expended an aggregate of approximately $1,846,000,000 of their own investment capital to acquire the 46,008,080 shares of Common
Stock held by them.
The Reporting Persons and Funds may effect purchases of shares of Common Stock through margin accounts maintained for
them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies. Positions in shares
of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be
held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is amended to add the following:
On February 28, 2017, the Reporting Persons sold a portion of their Common Stock in a block trade, as described in further detail in Item 5
below. The Reporting Persons decision to sell was a result of portfolio management discussions, as the Reporting Persons position in the Common Stock had approached concentration limit guidelines due to the significant appreciation
since their original investment. The Reporting Persons do not currently contemplate further sales for at least 90 days but reserve the right to re-evaluate at any time based on, among other things, performance of the Issuer and market
conditions. The Reporting Persons are pleased with the performance of the Issuers CEO and are confident in his ability to continue to create value for shareholders.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated to read as follows:
(a) As of 4:00 p.m., New York City time, on February 28, 2017, the Reporting Persons beneficially own an aggregate of 46,008,080 shares of
Common Stock held by the Funds (the Shares). The Shares include 6,290 shares of Common Stock underlying stock options granted to Munib Islam, an employee of Third Point and a director of the Issuer, which became exercisable on the
date of the Issuers 2016 annual meeting of shareholders. The Shares represent 8.5% of the Issuers Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon 540,088,520
shares of Common Stock outstanding (which represents the sum of (x) the 540,082,230 shares of Common Stock outstanding as of January 31, 2017, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, filed by the Issuer with the Securities and Exchange Commission on February 23, 2017, and (y) the 6,290 shares of Common Stock underlying the stock options granted to Mr. Islam).
(b) Each of the Reporting Persons shares voting and dispositive power over the shares of Common Stock held directly by the Funds.
(c) On February 28, 2017, the Reporting Persons sold an aggregate of 5,901,767 shares of Common Stock in a block trade at a price per
share of $50.35. Except as described in the immediately preceding sentence, there were no transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons.
