Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GAVIN JAMES R III
   2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [BAX] 		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)
ONE BAXTER PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
06/03/2016
(Street)

DEERFIELD, IL 60015		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Comp Plan Baxter Common Stock Fund (1) 06/03/2016   A   1,114     (2)   (2) Common Stock, $1 par value 1,114 $ 43.48 9,172 D  
Deferred Comp Plan Baxter Common Stock Fund (1) 06/06/2016   A   1,312     (3)   (3) Common Stock, $1 par value 1,312 $ 43.97 10,484 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GAVIN JAMES R III
ONE BAXTER PARKWAY
DEERFIELD, IL 60015		   X      

Signatures

 /s/ Ellen K. McIntosh, as attorney-in-fact for James R. Gavin III   06/07/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 1 for 1.
(2) In connection with the June 3, 2016 merger (the "Merger") of a wholly-owned subsidiary of Shire plc with and into Baxalta Incorporated ("Baxalta"), with Baxalta as the surviving company, the reporting person received, or was deemed to receive, cash merger consideration in exchange for Baxalta restricted stock units previously deferred under Baxter's Directors' Deferred Compensation Plan (the "Plan"). A portion of such cash merger consideration was allocated to the Plan's Baxter Common Stock Fund notional investment alternative.
(3) On June 6, 2016 and in connection with the Merger, the reporting person received, or was deemed to receive, cash merger consideration with respect to investments previously allocated to the Plan's Baxalta Common Stock Fund notional investment alternative. A portion of such cash merger consideration was allocated to the Plan's Baxter Common Stock Fund notional investment alternative.

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