Form 4 HOSPIRA INC For: Sep 29 Filed by: Kearney Terrence C (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kearney Terrence C

(Last)

(First)

(Middle)

C/O HOSPIRA, INC., 275 N. FIELD DRIVE

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2009

4. If Amendment, Date of 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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2009		M⁽¹⁾		11,406	A	$ 35.76	87,087	D
Common Stock	09/29/2009		F⁽¹⁾		10,004	D	$ 44.87	77,083	D
Common Stock								3,553	I	See Note ⁽²⁾

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

Option (right to buy)

$ 35.76

09/29/2009

M⁽¹⁾

11,406

⁽³⁾

02/20/2014

Common Stock

11,406

$ 0

Option (right to buy)

$ 44.87

09/29/2009

10,004 ⁽⁴⁾

03/30/2010

02/20/2014

Common Stock

10,004

$ 0

10,004

Explanation of Responses:

1. This transaction was made pursuant to a previously adopted plan, dated November 28, 2007, complying with Rule 10b5-1(c).

2. Balance in the Hospira 401(k) Retirement Savings Plan as of September 29, 2009.

3. This option is fully vested.

4. This is a replacement option award in connection with the exercise of the options described above by Reporting Person. The exercised options were converted from Abbott Laboratories stock options at the time of Hospira's spin-off and included the replacement feature.

	Deborah K. Koenen, attorney in fact	10/01/2009
	** 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 Number.

POWER OF ATTORNEY

       The undersigned constitutes and appoints BRIAN J. 
SMITH, BENJAMIN KWAKYE and DEBORAH K. KOENEN, and each 
of them individually, as the undersigned's true and 
lawful attorney-in-fact and agent, with full power of 
substitution and resubstitution, for the undersigned 
and in the undersigned's name, place and stead, to 
prepare and sign any and all Securities and Exchange 
Commission ("SEC") Notices of Proposed Sales of 
Securities pursuant to Rule 144 under the Securities 
Act of 1933 on Form 144, all SEC statements on Forms 
3, 4 and 5 as required under Section 16(a) of the 
Securities Exchange Act of 1934, and any amendments to 
such forms, and to file the same with all exhibits 
thereto, and other documents in connection therewith, 
with the SEC, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each 
act and thing requisite and necessary to be done under 
said Rule 144 and Section 16(a), as fully for all 
intents and purposes as the undersigned might or could 
do in person, hereby ratifying and confirming all that 
said attorney-in-fact and agent may lawfully do or 
cause to be done by virtue hereof.  

       A copy of this power of attorney shall be filed 
with the SEC.  The authorization set forth above shall 
continue in full force and effect until the 
undersigned is no longer required to file Forms 144, 
3, 4 or 5, or if earlier, until the undersigned 
revokes such authorization by written instructions to 
the attorney-in-fact.  
       
Date:  September 30, 2009


/s/ Terrence C. Kearney
Signature of Reporting Person


Name: Terrence C. Kearney
Title: Chief Operating Officer

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