Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * HOCKMEYER WAYNE T	2. Issuer Name and Ticker or Trading Symbol Baxalta Inc [ BXLT ]	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) C/O BAXALTA INCORPORATED, 1200 LAKESIDE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/3/2016
(Street) BANNOCKBURN, IL 60015 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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, $0.01 par value   (1)	6/3/2016		D (2)		19039   (3)	D	(1)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Stock Option (Right to Buy)	$25.55	6/3/2016		D   (2)			2500	(4)	9/18/2017	Common Stock, par value $0.01 per share	2500	(4)	0	D
Stock Option (Right to Buy)	$28.95	6/3/2016		D   (2)			3760	(5)	5/6/2018	Common Stock, par value $0.01 per share	3760	(5)	0	D
Stock Option (Right to Buy)	$22.95	6/3/2016		D   (2)			5680	(6)	5/5/2019	Common Stock, par value $0.01 per share	5680	(6)	0	D
Stock Option (Right to Buy)	$20.81	6/3/2016		D   (2)			4320	(7)	5/4/2020	Common Stock, par value $0.01 per share	4320	(7)	0	D
Stock Option (Right to Buy)	$26.80	6/3/2016		D   (2)			4990	(8)	5/3/2021	Common Stock, par value $0.01 per share	4990	(8)	0	D
Stock Option (Right to Buy)	$25.30	6/3/2016		D   (2)			4020	(9)	5/8/2022	Common Stock, par value $0.01 per share	4020	(9)	0	D
Stock Option (Right to Buy)	$31.65	6/3/2016		D   (2)			3930	(10)	5/7/2023	Common Stock, par value $0.01 per share	3930	(10)	0	D
Stock Option (Right to Buy)	$34.14	6/3/2016		D   (2)			4110	(11)	5/6/2024	Common Stock, par value $0.01 per share	4110	(11)	0	D
Stock Option (Right to Buy)	$32.15	6/3/2016		D   (2)			12588	(12)	5/5/2025	Common Stock, par value $0.01 per share	12588	(12)	0	D
Stock Option (Right to Buy)	$31.50	6/3/2016		D   (2)			293	(13)	7/1/2025	Common Stock, par value $0.01 per share	293	(13)	0	D

Explanation of Responses:
( 1)	This Form 4 is being filed in connection with the June 3, 2016 closing of the merger (the "Merger") of BearTracks, Inc. ("Merger Sub") with and into Baxalta Incorporated ("Baxalta") pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016 (the "Merger Agreement"), among Shire PLC ("Shire"), Merger Sub and Baxalta. Upon closing of the Merger, each outstanding share of Baxalta common stock was converted into the right to receive (i) $18 per share in cash, without interest, and (ii) 0.1482 American Depositary Shares of Shire ("Shire ADSs") (or, at the holder's election, 0.4446 of a Shire ordinary share) (the "Per Share Merger Consideration"). On the day prior to the closing date of the Merger, each 0.1482 Shire ADS received in the Merger had a value of $28.16, based on the closing price of a Shire ADS on the NASDAQ Global Select Market on such date.
( 2)	Disposed of pursuant to the Merger Agreement.
( 3)	Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders. Pursuant to the Merger Agreement, each unvested restricted stock unit was cancelled immediately prior to the effective time of the Merger (the "Effective Time") and converted into the right to receive the Per Share Merger Consideration.
( 4)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $20,240.09 and 165 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 5)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $25,292.80 and 208 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 6)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $51,561.02 and 423 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 7)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $42,915.19 and 351 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 8)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $37,837.67 and 310 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 9)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $32,828.62 and 269 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 10)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $22,354.13 and 183 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 11)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $19,315.25 and 159 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 12)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $69,030.37 and 567 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.
( 13)	This stock option, which is fully vested, was cancelled immediately prior to the Effective Time and was converted into the right to receive a cash payment of $1,834.19 and 13 Shire ADS, representing the amount equal to the Per Share Merger Consideration that the reporting person would have received had the reporting person exercised the option in full on a cashless basis immediately prior to the Effective Time.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOCKMEYER WAYNE T C/O BAXALTA INCORPORATED 1200 LAKESIDE DRIVE BANNOCKBURN, IL 60015	X

Signatures
/s/ Stephanie D. Miller, Attorney-in-Fact for Wayne T. Hockmeyer, Ph.D.		6/7/2016
** Signature of Reporting Person		Date

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).
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