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Johnson Paul Sherwood

Filed: 7 Nov 19, 6:52pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Johnson Paul Sherwood

(Last)(First)(Middle)
130 EAST RANDOLPH STREET
SUITE 1000

(Street)
CHICAGOIL60601

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [ HRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Pres. - PSS Acute Care
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock11/05/2019M6,199A$103.7210,763D
Common Stock11/05/2019F(1)2,103D$103.728,660D
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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units (11/14/2016)$0.011/05/2019(2)M6,19911/05/201911/05/2019Common Stock6,199$00D
Restricted Stock Units (11/06/2019)$0.0(3)11/06/2019A3,55711/07/2020(4)11/07/2022Common Stock3,557$03,557D
Employee Stock Options (11/06/2019)$103.1111/06/2019A14,787(5)11/06/2029Common Stock14,787$014,787D
Explanation of Responses:
1. Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Hill-Rom Holdings, Inc. Common Stock incident to the vesting of performance restricted stock units in accordance with Rule 16b-3.
2. The shares of common stock were issued upon previously awarded performance based restricted stock. The performance based restricted stock unit award did not constitute derivative security reporting and therefore were not reported at the time of award.
3. Restricted stock units convert into common stock on a one-for-one basis.
4. Restricted stock units vest 34% on November 7, 2020 and 33% on November 7, 2021 and 2022. Restricted stock units are entitled to dividend equivalent rights which accrue on dividend record dates.
5. Options vest 25% on each of November 6, 2020, 2021, 2022 and 2023.
Remarks:
/s/ Ari D. Mintzer as Attorney-in-Fact for Paul S. Johnson11/07/2019
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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