Becton, Dickinson and (BDX) Form 4 BECTON DICKINSON & CO / Thomas E Polen Jr 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^*

Polen Thomas E Jr

(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)
Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2023

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	11/26/2022		A		11,429(1)	A	$0.0	59,089	D
Common Stock	11/26/2022		A		32,296(2)	A	$0.0	91,385	D
Common Stock	11/26/2022		F		19,574(3)	D	$0.0	71,811	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	$238.89	11/26/2023		A		63,335		11/26/2024(4)	11/26/2033	Common Stock	63,335	$0.0	63,335	D
Rights to Common Stock Under Deferred Compensation Plan	$238.89	11/26/2023		A		7,520		(5)	(5)	Common Stock	7,520	$0.0	70,855	D

Explanation of Responses:

1. Represents restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

2. Represents shares received upon vesting of performance-based equity awards.

3. Represents shares withheld for payment of withholding taxes in connection with (A) vesting of the performance units referred to in footnote (2) and (B) the vesting of restricted stock units previously reported on Table I.

4. The stock appreciation rights vest in four annual installments beginning November 26, 2024.

5. The securities are distributed following termination of the reporting person's employment or on the date or dates specified by the reporting person.

	Donna Kalazdy, by power of attorney for Thomas E. Polen, Jr.	11/28/2023
	** 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).
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