Sec Form 4 Filing - SODERBERG PETER H @ Hill-Rom Holdings, Inc. - 2009-12-31

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 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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1. Name and Address of Reporting Person SODERBERG PETER H 2. Issuer Name and Ticker or Trading Symbol Hill-Rom Holdings, Inc. [ HRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1069 STATE ROUTE 46 EAST 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2009 (Street) BATESVILLE, IN47006 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units (Deferred Stock Award) 2/13/04 ( 1 ) 12/31/2009 A 12 ( 2 ) ( 3 ) ( 3 ) Common Stock 12 $ 23.99 2,939 D Restricted Stock Units (Deferred Stock Award) 2/11/05 ( 1 ) 12/31/2009 A 15 ( 2 ) ( 3 ) ( 3 ) Common Stock 15 $ 23.99 3,708 D Restricted Stock Units (DeferredStock Award) 5 yr. 3/20/06 ( 1 ) 12/31/2009 A 86 ( 4 ) ( 4 ) Common Stock 86 $ 23.99 20,162 D Restricted Stock Units (Deferred Stock Award) 12/14/06 5 Yr ( 1 ) 12/31/2009 A 112 ( 5 ) ( 5 ) Common Stock 112 $ 23.99 18,171 D Restricted Stock Units (Deferred Stock Award) 12/6/07 5 Yr ( 1 ) 12/31/2009 A 133 ( 6 ) ( 6 ) Common Stock 133 $ 23.99 31,127 D Restricted Stock Units (Deferred Stock Award) 12/2/08 4 Yr. ( 1 ) 12/31/2009 A 228 ( 7 ) ( 7 ) Common Stock 228 $ 23.99 53,678 D Restricted Stock Units (Deferred Stock Award) 12/3/09 ( 1 ) 12/31/2009 A 37 ( 8 ) ( 8 ) Common Stock 37 $ 23.99 8,636 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SODERBERG PETER H 1069 STATE ROUTE 46 EAST BATESVILLE, IN47006 X President and CEO Signatures Donna Isaacs, as Attorney-in-Fact for Peter H. Soderberg 01/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion or Exercise Price of Derivative Security is 1-for-1. ( 2 )Restricted Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. ( 3 )These restricted stock units vest on the date of the grant but delivery of the underlying shares of common stock will not occur until the later of one year from the date of the grant, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Company. ( 4 )Restricted stock units vest 25% on 3/21/10 and 30% on 3/21/11. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. ( 5 )These restricted stock units vest 25% on 12/15/2010 and 30% on 12/15/2011. Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates. ( 6 )Restricted Stock Units vest 25% on 12/07/2010, 25% on 12/07/2011 and 30% on 12/07/2012. 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 )Restricted Stock Units vest 50% on 12/3/2010, 25% on 12/3/2011 and 25% on 12/3/2012. 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. ( 8 )Restricted Stock Units vest 25% on 12/4/2010, 25% on 12/4/2011, 25% on 12/4/2012 and 25% on 12/4/2013. 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.

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).

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