Form: 4

Statement of changes in beneficial ownership of securities

December 10, 2012

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 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2012
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 12/07/2012 S 850 D $77.44 92,746 I See footnote(1)
Common Stock 517,860 I See footnote(2)
Common Stock 37,166 I By wife(3)
Common Stock 108,712 I See footnote(4)
Common Stock 16,200 I See footnote(5)
Common Stock 11,320 I See footnote(6)
Common Stock 41,021 I By GRATs
Common Stock 21,813 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
Explanation of Responses:
1. Represents shares held in trust and/or limited liability company for benefit of reporting person.
2. Represents shares held in a limited liability company (the "LLC") in which the reporting person had previously held a passive interest. The reporting person disclaims beneficial interest in the shares except to the extent in the LLC.
3. Represents shares held in trust and directly by spouse.
4. By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.
5. Represents shares held in a certain trust of which reporting person is a co-trustee. These shares were formerly in trust for reporting person's parent.
6. By trust for benefit of reporting person and his siblings, of which he is a co-trustee.
Remarks:
Richard Stout, by power of attorney for Henry P. Becton, Jr. 12/10/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.