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Explanation of Responses:
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1)
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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.
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2)
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Disposed of pursuant to the Merger Agreement.
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3)
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Includes 4,500 restricted stock units that are subject to vesting on the date of the Baxalta 2017 annual meeting of stockholders and 7,357 restricted stock units held by the reporting person that were deferred under the Baxalata Deferred Compensation Plan. 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.
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4)
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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 $33,267.10 and 272 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.
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5)
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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.
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6)
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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.
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7)
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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.
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8)
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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.
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9)
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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.
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10)
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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.
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11)
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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.
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12)
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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 $21,946.89 and 179 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.
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13)
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1 for 1.
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14)
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Represents compensation deferred under Baxter International, Inc.'s Non-Employee Director Deferred Compensation Plan (the "Baxter Deferred Compensation Plan") that was invested in the Baxalta Common Stock Fund notional investment alternative. The number of shares is based on the dollar value of the reporting person's interest in the Baxalta Common Stock Fund under the Baxter Deferred Compensation Plan. In connection with the Merger, each share held by the Baxalta Common Stock Fund was converted into the right to receive the Per Share Merger Consideration. The cash and Shire ADSs will remain invested in funds under the Baxter Deferred Compensation Plan until a disposition is made to the reporting person under the terms of the plan.
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