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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (Deferred Stock Award) 12/5/07 | (4) | 03/31/2008 | A(5) | 2,201 | 12/06/2009(6) | (6) | Common Stock | 2,201 | $ 22.1 | 2,201 | D | ||||
| Employee Stock Option (right to buy) | $ 26.24 | 03/31/2008 | A(5) | 43,520 | 07/27/1999(7) | 07/27/2008 | Common Stock | 43,520 | $ 26.24 | 43,520 | D | ||||
| Employee Stock Option (right to buy) | $ 23.97 | 03/31/2008 | A(5) | 21,760 | 01/18/2000(7) | 01/18/2009 | Common Stock | 21,760 | $ 23.97 | 21,760 | D | ||||
| Employee Stock Option (right to buy) | $ 16.69 | 03/31/2008 | A(5) | 21,760 | 01/17/2001(7) | 01/17/2010 | Common Stock | 21,760 | $ 16.69 | 21,760 | D | ||||
| Employee Stock Option (right to buy) | $ 20.84 | 03/31/2008 | A(5) | 21,760 | 01/15/2002(7) | 01/15/2011 | Common Stock | 21,760 | $ 20.84 | 21,760 | D | ||||
| Employee Stock Option (right to buy) | $ 23.03 | 03/31/2008 | A(5) | 17,408 | 11/09/2002(7) | 11/09/2011 | Common Stock | 17,408 | $ 23.03 | 17,408 | D | ||||
| Employee Stock Option (right to buy) | $ 28.26 | 03/31/2008 | A(5) | 8,704 | 04/09/2003(7) | 04/09/2012 | Common Stock | 8,704 | $ 28.26 | 8,704 | D | ||||
| Employee Stock Option (right to buy) | $ 21.82 | 03/31/2008 | A(5) | 17,408 | 12/04/2003(7) | 12/04/2012 | Common Stock | 17,408 | $ 21.82 | 17,408 | D | ||||
| Employee Stock Option (right to buy) | $ 26.76 | 03/31/2008 | A(5) | 8,704 | 12/03/2004(7) | 12/03/2013 | Common Stock | 8,704 | $ 26.76 | 8,704 | D | ||||
| Employee Stock Option (right to buy) | $ 25.54 | 03/31/2008 | A(5) | 10,880 | 12/15/2005(7) | 12/15/2014 | Common Stock | 10,880 | $ 25.54 | 10,880 | D | ||||
| Employee Stock Option (right to buy) | $ 22.5 | 03/31/2008 | A(5) | 10,880 | 11/30/2006(7) | 11/30/2015 | Common Stock | 10,880 | $ 22.5 | 10,880 | D | ||||
| Employee Stock Option (right to buy) | $ 26.61 | 03/31/2008 | A(5) | 10,880 | 11/30/2007(7) | 11/30/2016 | Common Stock | 10,880 | $ 26.61 | 10,880 | D | ||||
| Employee Stock Option (right to buy) | $ 24.84 | 03/31/2008 | A(5) | 8,704 | 12/05/2008(7) | 12/05/2017 | Common Stock | 8,704 | $ 24.84 | 8,704 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DIBEASE MICHAEL L ONE BATESVILLE BOULEVARD BATESVILLE, IN 47006 |
VP Batesville Casket Company | |||
| Carol A. Roell As Attorney-In-Fact for Michael L. DiBease | 04/02/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares were issued in replacement of Hill-Rom Holdings, Inc. ("Hill-Rom") Restricted Stock Units which had vested in conjunction with the spin off of Hillenbrand, Inc. from Hill-Rom. |
| (2) | On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) distributed all of the shares of common stock of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.) to the shareholders of Hill-Rom Holdings, Inc. in a pro rata distribution. The shares of common stock represent shares received in this distribution. |
| (3) | Reporting person disclaims beneficial ownership of these securities. |
| (4) | In connection with the distribution described in note (2) above, the reporting person was granted restricted stock awards and stock options in substitution of awards and options previously issued by Hill-Rom. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates. |
| (5) | On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) distributed all of the shares of common stock of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.) to the shareholders of Hill-Rom Holdings, Inc. In connection with the distribution, the reporting person was granted restricted stock awards and stock options in substitution of awards and options previously issued by Hill-Rom. |
| (6) | Restricted Stock Units vest 20% on 12/6/2009; 25% on 12/6/2010; 25% on 12/6/2011 and 30% on 12/6/2012. Stock units will automatically be converted into shares of common stock in accordance with the respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. |
| (7) | The option vests in three equal annual installments beginning on the date indicated. |