Becton, Dickinson and (BDX) Form 4 BECTON DICKINSON & CO / JEFFREY S SHERMAN 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^*

SHERMAN JEFFREY S

(Last) (First) (Middle)

C/O BECTON, DICKINSON AND COMPANY

1 BECTON DRIVE

(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)
Sr. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2016

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	05/17/2016		M		26,002	A	$75.63	49,736	D
Common Stock	05/17/2016		D		11,768	D	$166.27(1)	37,968	D
Common Stock	05/17/2016		S		14,234	D	$166.27(1)	23,734	D
Common Stock	05/17/2016		M		37,198	A	$76.64	60,932	D
Common Stock	05/17/2016		D		17,059	D	$166.27(1)	43,873	D
Common Stock	05/17/2016		S		20,139	D	$166.27(1)	23,734	D
Common Stock								372(2)	I	SIP Trust

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	$75.63	05/17/2016		M			26,002	11/24/2010(3)	11/24/2019	Common Stock	26,002	$0	0	D
Stock Appreciation Rights	$76.64	05/17/2016		M			37,198	11/23/2011(4)	11/23/2020	Common Stock	37,198	$0	0	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 $165.65 through $167.12. 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. Represents shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). The information presented for the SIP is as of February 29, 2016.

3. The stock appreciation rights vest in four annual installments beginning November 24, 2010.

4. The stock appreciation rights vest in four annual installments beginning November 23, 2011.

Remarks:

	Richard Stout, by power of attorney for Jeffrey S. Sherman	05/18/2016
	** 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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