John P Groetelaars Form 4 BARD C R / John P Groetelaars 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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X

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^*

Groetelaars John P

(Last) (First) (Middle)

C/O C. R. BARD, INC.

730 CENTRAL AVENUE

(Street)

MURRAY HILL NJ 07974

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARD C R INC /NJ/ [ BCR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group President

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

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(1)	12/29/2017		A		14,216	A	$0(2)	33,178.929	D
Common Stock	12/29/2017		A		6,269	A	$0(3)	39,447.929	D
Common Stock	12/29/2017		D		0.929	D	$0(4)	39,447	D
Common Stock	12/29/2017		D		8,553	D	$0(5)	30,894	D
Common Stock	12/29/2017		D		14,216	D	$0(2)	16,678	D
Common Stock	12/29/2017		D		16,678	D	$0(6)	0.0000	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
Option (Right to Buy)	$186.425	12/29/2017		D			15,806	(7)	12/09/2025	Common Stock	15,806	(7)	0.0000	D
Option (Right to Buy)	$168.865	12/29/2017		D			13,186	(7)	12/10/2024	Common Stock	13,186	(7)	0.0000	D
Option (Right to Buy)	$136.37	12/29/2017		D			4,161	(7)	12/11/2023	Common Stock	4,161	(7)	0.0000	D
Option (Right to Buy)	$219.555	12/29/2017		D			13,581	(7)	12/14/2026	Common Stock	13,581	(7)	0.0000	D

Explanation of Responses:

1. This Form 4 is being filed in connection with the December 29, 2017 closing of the merger (the "Merger") of Lambda Corp. ("Lambda") with and into C. R. Bard, Inc. ("Bard") pursuant to the Agreement and Plan of Merger, dated as of April 23, 2017, among Bard, Becton, Dickinson and Company ("BD") and Lambda. Upon the closing of the Merger, each outstanding share of Bard common stock was converted into the right to receive $222.93 in cash (without interest) and 0.5077 of a share of BD common stock (the "Merger Consideration"). All of the transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger.

2. Includes 14,216 shares of Bard common stock deemed acquired upon satisfaction of performance criteria underlying the award of restricted stock units under the 2012 Long Term Incentive Plan of Bard (as amended and restated) ("PLTIP"). In accordance with the Merger Agreement, these PLTIP units were cancelled in connection with the Merger and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent BD PLTIP units.

3. Includes 6,269 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger.

4. Includes 0.929 shares of Bard common stock that, upon the closing of the Merger, were cancelled and converted into the right to receive the Merger Consideration.

5. Includes 8,553 Bard restricted stock units that, upon the closing of the Merger, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent adjusted BD restricted stock units.

6. Includes 16,678 shares of restricted stock units acquired through deferral of compensation under Bard's Management Stock Purchase Program ("MSPP"). In accordance with the Merger Agreement (i) each Bard MSPP Unit that by its terms vested and/or became payable at the closing of the Merger was cancelled and converted into, with respect to each share of Bard common stock underlying such Bard MSPP Unit, the right to receive the Merger Consideration; and (ii) each Bard MSPP Unit that did not, by its terms, become payable at the closing of the Merger was assumed and converted in accordance with the exchange ratio set forth in the Merger Agreement into an equivalent adjusted BD MSPP Unit.

7. These stock options were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into stock appreciation rights with respect to BD common stock.

	Myra McGinley, Attorney-in-Fact	01/03/2018
	** Signature of Reporting Person	Date
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