Edgar Filing: Hill-Rom Holdings, Inc.

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 ^*

MILLER GREGORY N

2. Issuer Name and Ticker or Trading Symbol
Hill-Rom Holdings, Inc. [HRC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP & CFO

(Last)

(First)

(Middle)

1069 STATE ROUTE 46E

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008

(Street)

BATESVILLE, IN 47006

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units Deferred Stock Award)-12/3/03)(5 yr.)

⁽¹⁾

03/31/2008

12/04/2008⁽²⁾

⁽²⁾

Common Stock

$ 47.8

328

Restricted Stock Units(Deferred Stock Award)12/15/04)(5 yr.)

⁽¹⁾

03/31/2008

12/16/2008⁽³⁾

⁽³⁾

Common Stock

$ 47.8

888

Restricted Stock Units (Deferred Stock Award) 11/30/05 5 Yr

⁽¹⁾

03/31/2008

12/01/2008⁽⁴⁾

⁽⁴⁾

Common Stock

$ 47.8

4,053

Restricted Stock Units (Deferred Stock Award) 11/30/06 5 Yr

⁽¹⁾

03/31/2008

12/01/2008⁽⁵⁾

⁽⁵⁾

Common Stock

$ 47.8

4,639

Restricted Stock Units (Deferred Stock Award) 12/5/07 5 Yr

⁽¹⁾

03/31/2008

12/06/2009⁽⁶⁾

⁽⁶⁾

Common Stock

$ 47.8

4,550

Restricted Stock Units Deferred Stock Award (12/3/03) 5 yr

⁽¹⁾

03/31/2008

J⁽⁷⁾

278

12/04/2008⁽²⁾

⁽²⁾

Common Stock

278

$ 25.99

606

Restricted Stock Units (Deferred Stock Award) 12/15/04 5 yr

⁽¹⁾

03/31/2008

J⁽⁷⁾

755

12/16/2008⁽³⁾

⁽³⁾

Common Stock

755

$ 25.99

1,643

Restricted Stock Units (Deferred Stock Award) 11/30/05 5 yr

⁽¹⁾

03/31/2008

J⁽⁷⁾

3,445

12/01/2008⁽⁴⁾

⁽⁴⁾

Common Stock

3,445

$ 25.99

7,498

Restricted Stock Units (Deferred Stock Award) 11/30/06 5 yr

⁽¹⁾

03/31/2008

J⁽⁷⁾

3,944

12/01/2008⁽⁵⁾

⁽⁵⁾

Common Stock

3,944

$ 25.99

8,583

Restricted Stock Units (Deferred Stock Award) 5 yr

⁽¹⁾

03/31/2008

J⁽⁷⁾

3,869

12/06/2009⁽⁶⁾

⁽⁶⁾

Common Stock

3,869

$ 25.99

8,419

Nov. 9, 2001 Stock Option Grant

$ 27.09

03/31/2008

J⁽⁷⁾

3,400

11/09/2002

11/09/2011

Common Stock

3,400

$ 27.09

7,400

April 9, 2002 Stock Option Grant

$ 33.24

03/31/2008

J⁽⁷⁾

2,125

04/09/2003

04/09/2012

Common Stock

2,125

$ 33.24

4,625

Dec. 4, 2002 Stock Option Grant

$ 25.67

03/31/2008

J⁽⁷⁾

3,400

12/04/2003

12/04/2012

Common Stock

3,400

$ 25.67

7,400

Feb. 13, 2003 Stock Option Grant

$ 26.22

03/31/2008

J⁽⁷⁾

1,275

02/13/2004

02/13/2013

Common Stock

1,275

$ 26.22

2,775

Dec. 3, 2003 Stock Option Grant

$ 31.48

03/31/2008

J⁽⁷⁾

4,250

12/03/2004

12/03/2013

Common Stock

4,250

$ 31.48

9,250

Dec. 15, 2004 Stock Option

$ 30.04

03/31/2008

J⁽⁷⁾

6,800

12/15/2005

12/15/2014

Common Stock

6,800

$ 30.04

14,800

Nov. 30, 2005 Stock Option Grant

$ 26.46

03/31/2008

J⁽⁷⁾

15,470

11/30/2006

11/30/2015

Common Stock

15,470

$ 26.46

33,670

Nov. 30, 2006 Stock Option

$ 31.3

03/31/2008

J⁽⁷⁾

11,305

11/30/2007

11/30/2016

Common Stock

11,305

$ 31.3

24,605

Dec.5, 2007 Stock Option Grant

$ 29.22

03/31/2008

J⁽⁷⁾

11,305

12/05/2008

12/05/2017

Common Stock

11,305

$ 29.22

24,605

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MILLER GREGORY N 1069 STATE ROUTE 46E BATESVILLE, IN 47006			Senior VP & CFO

Signatures

Gregory N. Miller		04/02/2008
^**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)	Conversion or Exercise Price of Derivative Security is 1-for-1.
(2)	Restricted Stock Units vest 20% on 12/4/05; 25% on 12/4/06; 25% on 12/4/07; and 30% on 12/4/08. 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.
(3)	Restricted Stock Units vest 20% on 12/16/06; 25% on 12/16/07; 25% on 12/16/08; and 30% on 12/16/09. 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.
(4)	Restricted Stock Units vest 20% on 12/01/07, 25% on 12/01/08, 25% on 12/01/09 and 30% on 12/01/10. Stock units will automatically be converted into shares of common stock in accordance with respective vesting schedule unless a previous deferral election has been made. Stock units are entitled to dividend equivalent rights which accrue on dividend record date.
(5)	Restricted Stock Units vest 20% on 12/01/08, 25% on 12/01/09, 25% on 12/01/10 and 30% on 12/01/11. 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.
(6)	Restricted Stock Units vest 20% on 12/6/09, 25% on 12/6/10, 25% on 12/6/11 and 30% on 12/6/12. 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)	On March 31, 2008, Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) completed the spin-off of Hillenbrand, Inc. (formerly Batesville Holdings, Inc.). In connection with the spin-off, equitable adjustments were made to outstanding restricted stock units and stock options.

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