October 10, 2014 - Tharby Linda M - 3: Initial statement of beneficial ownership of securities

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tharby Linda M

(Last)

(First)

(Middle)

C/O BECTON, DICKINSON AND COMPANY

1 BECTON DRIVE

(Street)

FRANKLIN LAKES

07417

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2014

3. Issuer Name and Ticker or Trading Symbol
BECTON DICKINSON & CO [ BDX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Segment Pres. Life Sciences

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,438⁽¹⁾	D
Common Stock	1,492	I	GSIP Trust⁽²⁾
Common Stock	90	I	SIP Trust⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	11/20/2008⁽⁴⁾	11/20/2017	Common Stock	3,605	84.33	D
Stock Appreciation Rights	11/24/2010⁽⁵⁾	11/24/2019	Common Stock	9,854	75.63	D
Stock Appreciation Rights	11/23/2011⁽⁶⁾	11/23/2020	Common Stock	12,958	76.64	D
Stock Appreciation Rights	11/22/2012⁽⁷⁾	11/22/2021	Common Stock	14,666	72.12	D
Stock Appreciation Rights	11/20/2013⁽⁸⁾	11/20/2022	Common Stock	16,221	76.18	D
Stock Appreciation Rights	11/26/2014⁽⁹⁾	11/26/2023	Common Stock	11,094	108.89	D

Explanation of Responses:

1. Includes restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

2. Represents shares of common stock held under the Becton, Dickinson and Company Global Share Investment Program (the "GSIP"). The information presented for the GSIP is as of August 31, 2014.

3. 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 August 31, 2014.

4. The stock appreciation rights vest in four annual installments beginning November 20, 2008.

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

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

7. The stock appreciation rights vest in four annual installments beginning November 22, 2012.

8. The stock appreciation rights vest in four annual installments beginning November 20, 2013.

9. The stock appreciation rights vest in four annual installments beginning November 26, 2014.

Remarks:

	Richard Stout, by power of attorney for Linda M. Tharby	10/10/2014
	** 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 5 (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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