SEC FORM 4

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^*

BECTON HENRY P JR

(Last)

(First)

(Middle)

C/O BECTON, DICKINSON AND COMPANY

1 BECTON DRIVE

(Street)

FRANKLIN LAKES

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2011		G	V	500	D	$0	75,357	I	See footnote⁽¹⁾
Common Stock	03/09/2012		G	V	9,000	D	$0	66,357	I	See footnote⁽¹⁾
Common Stock	03/09/2012		J		49,500	D	⁽²⁾	0	I	By limited partnership
Common Stock								517,780	I	See footnote⁽³⁾
Common Stock								11,400	I	See footnote⁽⁴⁾
Common Stock								37,166	I	By wife⁽⁵⁾
Common Stock								108,712	I	See footnote⁽⁶⁾
Common Stock								16,200	I	See footnote⁽⁷⁾
Common Stock								70,000	I	By GRATs
Common Stock								21,440	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Held in trust and/or limited liability company for benefit of reporting person. On December 23, 2011, the reporting person contributed 50,000 shares from the aforementioned trust to a limited partnership in which he had a 99% limited partner interest. This event resulted in a change in the form of beneficial ownership with respect to 49,500 of the shares so contributed.

2. This transaction involves the transfer by the reporting person of a 99% limited partner interest in a limited partnership that owns, among other things, 50,000 shares of BD stock (see note 1 above), in exchange for a promissory note, the principal amount of which has yet to be determined. The principal amount of the note will be determined by an independent appraiser at a future date. The closing price of BD stock on the date of this transaction was $76.82.

3. Represents shares held in a limited liability company (the "LLC"). The reporting person disclaims beneficial interest in the shares except to the extent of his ownership in the LLC.

4. By trust for benefit of reporting person and his siblings, of which he is a co-trustee.

5. Represents shares held in trust and directly by spouse.

6. By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

7. Represents shares held in certain trusts of which reporting person is a co-trustee. These shares were formerly in trust for reporting person's parent.

Remarks:

	Patricia Walesiewicz, by power of attorney for Henry P. Becton, Jr.	03/13/2012
	** 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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