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
                                                                                  
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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 *

Werner Thomas E
2. Issuer Name and Ticker or Trading Symbol

HOSPIRA INC [ HSP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Finance & CFO
(Last)          (First)          (Middle)

C/O HOSPIRA, INC., 275 NORTH FIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/21/2014
(Street)

LAKE FOREST, IL 60045
(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   5/21/2014     M (1)    30000   A $22.150   84614   D    
Common Stock   5/21/2014     S    30000   D $47.975   (3) 54614   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 Options (right to buy)   $22.150   5/21/2014     M   (1)       30000      (2) 3/4/2016   Common Stock   30000   $0   29566   D    
Phantom Shares     (4) 5/21/2014     A      664.7404         (4)   (4) Common Stock   664.7404   $0   664.7404   D    

Explanation of Responses:
( 1)  Exercise of derivative security exempted pursuant to Rule 16b-3.
( 2)  The stock options vest in four equal annual installments on March 5, 2010, 2011, 2012 and 2013. The exercise price of $47.975 is the average of the high and low trading prices of Hospira common stock on the date of grant. The stock options have a seven-year term.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.82 to $48.16, inclusive. The reporting person undertakes to provide to the company, any security holder of the company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range of prices set forth in this footnote.
( 4)  These phantom shares were acquired under Hospira's Non-Qualified Savings and Investment Plan, a non-qualified deferred compensation plan. Each share of phantom stock is the economic equivalent of one share of common stock. The vested shares of phantom stock become payable in cash upon the earlier of a date specified by the reporting person, change in control, or his separation from service, death or disability.

Remarks:
Updating Power of Attorney to reflect change in staff.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Werner Thomas E
C/O HOSPIRA, INC.
275 NORTH FIELD DRIVE
LAKE FOREST, IL 60045


SVP, Finance & CFO

Signatures
Koreen A. Ryan, Attorney in Fact 5/23/2014
** 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.
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