Becton, Dickinson and (BDX) Form 4 BECTON DICKINSON & CO / Samrat S. Khichi 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Khichi Samrat S.

(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 and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2022

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	08/09/2022		M		14,326	A	$93.49	20,254	D
Common Stock	08/09/2022		D		5,141	D	$260.44	15,113	D
Common Stock	08/09/2022		S		9,185	D	$260.44(1)	5,928(2)	D
Common Stock	08/09/2022		M		12,489	A	$108.25	18,417	D
Common Stock	08/09/2022		D		5,194	D	$260.44	13,223	D
Common Stock	08/08/2022		S		7,295	D	$260.44(1)	5,928(2)	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	$93.49(3)	08/09/2022		M		14,326(3)		07/16/2015(4)	07/16/2024	Common Stock	14,326	$0	0	D
Stock Appreciation Rights	$108.25(3)	08/09/2022		M		12,489(3)		12/10/2015(4)	12/10/2024	Common Stock	12,489	$0	0	D

Explanation of Responses:

1. The reported sale price reflects the weighted average sale price for multiple transactions. The actual prices for the transactions ranged from $260.00 through $261.71. 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. This transaction was made pursuant to a 10b5-1 plan entered into on May 11, 2022.

2. Direct holdings reflect adjustments made in connection with the spin-off of Embecta Corp. to the number of shares underlying previously reported and unvested time-vested restricted stock units held by the reporting person.

3. Award terms reflect adjustments made in connection with the spin-off of Embecta Corp.

4. The stock appreciation rights vest in four annual installments beginning one year from grant.

	Donna Kalazdy, by power of attorney for Samrat S. Khichi	08/11/2022
	** 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).
** 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.