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
                                                                                  
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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 *

ORLOFF JOHN J 		2. Issuer Name and Ticker or Trading Symbol

Baxalta Inc [ BXLT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(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, par value $0.01 per share   (1) 6/3/2016     D (2)    96384   (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)   $34.29   6/3/2016     D   (2)       21667      (4) 9/2/2024   Common Stock, par value $0.01 per share   21667     (4) 0   D    
Stock Option (Right to Buy)   $32.04   6/3/2016     D   (2)       88168      (5) 3/3/2025   Common Stock, par value $0.01 per share   88168     (5) 0   D    
Stock Option (Right to Buy)   $31.50   6/3/2016     D   (2)       82063      (6) 7/1/2025   Common Stock, par value $0.01 per share   82063     (6) 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 92,626 unvested restricted stock units that are subject to time-based vesting. Pursuant to the Merger Agreement, the unvested restricted stock units were cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an award of Shire restricted stock units with respect to 22,352 Shire ADSs.
( 4)  This stock option, which is subject to vesting as to 7,222 shares on September 2, 2016 and 7,223 shares on September 2, 2017, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 5,234 Shire ADSs with an exercise price of $141.92.
( 5)  This stock option, which is subject to vesting as to 29,389 shares on March 3, 2017 and 29,390 shares on March 3, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 21,302 Shire ADSs with an exercise price of $132.62.
( 6)  This stock option, which is subject to vesting as to 27,354 shares on July 1, 2016, 27,354 shares on July 1, 2017 and 27,355 shares on July 1, 2018, was cancelled immediately prior to the Effective Time and exchanged in accordance with the ratio set forth in the Merger Agreement into an option to purchase 19,827 Shire ADSs with an exercise price of $130.39.

Remarks:
EVP, Head of Research & Development and Chief Scientific Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ORLOFF JOHN J
C/O BAXALTA INCORPORATED
1200 LAKESIDE DRIVE
BANNOCKBURN, IL 60015

See Remarks

Signatures
/s/ Stephanie D. Miller, as attorney-in-fact for John J. Orloff 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Baxalta Incorporated (NYSE:BXLT)
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