Becton, Dickinson and (BDX) Form 4 BECTON DICKINSON & CO / Betty D Larson ownership change

SEC Form 4

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
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^*

Larson Betty D

(Last) (First) (Middle)

C/O BECTON, DICKINSON AND COMPANY

(Street)

FRANKLIN LAKES NJ 07417

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BECTON DICKINSON & CO [ BDX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP HR & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2022		M		3,613	A	$110.04	9,485	D
Common Stock	02/25/2022		D		1,463	D	$271.9(1)	8,022	D
Common Stock	02/25/2022		S		2,150	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		7,076	A	$121.49	12,948	D
Common Stock	02/25/2022		D		3,162	D	$271.9(1)	9,786	D
Common Stock	02/25/2022		S		3,914	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		9,377	A	$143.07	15,249	D
Common Stock	02/25/2022		D		4,935	D	$271.9(1)	10,314	D
Common Stock	02/25/2022		S		4,442	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		10,245	A	$217.84	16,117	D
Common Stock	02/25/2022		D		8,209	D	$271.9(1)	7,908	D
Common Stock	02/25/2022		S		2,036	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		6,789	A	$242.1	12,661	D
Common Stock	02/25/2022		D		6,045	D	$271.9(1)	6,616	D
Common Stock	02/25/2022		S		744	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		4,630	A	$255.22	10,502	D
Common Stock	02/25/2022		D		4,346	D	$271.9(1)	6,156	D
Common Stock	02/25/2022		S		284	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		1,244	A	$227.47	7,116	D
Common Stock	02/25/2022		D		1,041	D	$271.9(1)	6,075	D
Common Stock	02/25/2022		S		203	D	$271.9(1)	5,872	D
Common Stock	02/25/2022		M		3,684	A	$227.47	9,556	D
Common Stock	02/25/2022		D		3,083	D	$271.9(1)	6,473	D
Common Stock	02/25/2022		S		601	D	$271.9(1)	5,872	D

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 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: 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 Appreciation Rights	$110.04	02/25/2022		M			3,613	12/10/2015(2)	12/10/2024	Common Stock	3,613	$0	0	D
Stock Appreciation Rights	$121.49	02/25/2022		M			7,076	12/09/2016(2)	12/09/2025	Common Stock	7,076	$0	0	D
Stock Appreciation Rights	$143.07	02/25/2022		M			9,377	12/14/2017(2)	12/14/2026	Common Stock	9,377	$0	0	D
Stock Appreciation Rights	$217.84	02/25/2022		M			10,245	01/02/2019(3)	01/02/2028	Common Stock	10,245	$0	0	D
Stock Appreciation Rights	$242.1	02/25/2022		M			6,789	11/26/2019(4)	11/26/2028	Common Stock	6,789	$0	2,265	D
Stock Appreciation Rights	$255.22	02/25/2022		M			4,630	11/26/2020(5)	11/26/2029	Common Stock	4,630	$0	4,630	D
Stock Appreciation Rights	$227.47	02/25/2022		M			1,244	11/26/2021(6)	11/26/2030	Common Stock	1,244	$0	2,490	D
Stock Appreciation Rights	$227.47	02/25/2022		M			3,684	11/26/2021(6)	11/26/2030	Common Stock	3,684	$0	11,052	D

Explanation of Responses:

1. The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $271.27 through $272.47. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.

2. The stock appreciation rights vest in four annual installments beginning on the one year anniversary of the grant date. Unvested stock appreciation rights on December 29, 2017 vested in full due to corporate action.

3. The stock appreciation rights vest in four annual installments beginning January 2, 2019.

4. The stock appreciation rights vest in four annual installments beginning November 26, 2019.

5. The stock appreciation rights vest in four annual installments beginning November 26, 2020.

6. The stock appreciation rights vest in four annual installments beginning November 26, 2021.

	Richard Stout, by power of attorney for Betty D. Larson	02/28/2022
	** 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).
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