Bard C R (BCR) Form 4 BARD C R / Sharon M Luboff 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^*

Luboff Sharon M

(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 Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2017

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	02/08/2017		A		8,223	A	$0.0000(1)	32,061.033(2)	D
Common Stock	02/08/2017		A		2,795	A	$0.0000(3)	34,856.033	D
Common Stock	02/08/2017		A(4)		2,090	A	$235.49	36,946.033	D
Common Stock	02/08/2017		A(4)		895	A	$164.843	37,841.033	D
Common Stock	02/08/2017		F(5)		3,819	D	$236.68	34,022.033	D
Common Stock	02/09/2017		S(6)		5,801	D	$239.5922(7)	28,221.033	D
Common Stock								69.31(8)	I	401(k) Plan

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

Explanation of Responses:

1. Represents common shares acquired upon satisfaction of performance criteria underlying the award of restricted stock units under the 2012 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated).

2. Includes 1.349 shares acquired under the Company's Employee Stock Purchase Plan from November 8, 2016 to February 6, 2017.

3. Represents common shares acquired upon satisfaction of performance criteria underlying the award of restricted stock units under the 2012 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated), 50% of which vest immediately and the remaining 50% vest in two equal annual installments on February 8, 2018 and February 8, 2019.

4. Restricted stock units acquired through deferral of compensation under the Company's Management Stock Purchase Program.

5. Shares withheld to pay taxes upon vesting of performance-based restricted stock units granted under the 2012 Long Term Incentive Plan of C. R. Bard, Inc. (as Amended and Restated).

6. Sales are pursuant to a previously disclosed 10b5-1 plan.

7. Represents the weighted average sales price for price increments ranging from $239.30 to $239.85. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

8. Includes 0.055 shares acquired under the Company's 401(k) Plan from November 5, 2016 to February 3, 2017.

	Myra McGinley, Attorney-in-Fact	02/10/2017
	** 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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