SEC FORM 3

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^*

Conroy Alexandre

(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)
02/01/2019

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)
EVP of Integrated Supply Chain

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	26,364⁽¹⁾	D
Common Stock	2,409	I	GSIP Trust⁽²⁾

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	11/25/2015⁽³⁾	11/25/2024	Common Stock	12,787	134.73	D
Stock Appreciation Rights	11/26/2016⁽⁴⁾	11/26/2025	Common Stock	24,083	150.12	D
Stock Appreciation Rights	11/26/2017⁽⁵⁾	11/26/2026	Common Stock	18,706	170.69	D
Stock Appreciation Rights	11/26/2018⁽⁶⁾	11/26/2027	Common Stock	15,079	226.28	D
Stock Appreciation Rights	11/26/2019⁽⁷⁾	11/26/2028	Common Stock	12,990	242.1	D

Explanation of Responses:

1. Includes 3,112 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 January 29, 2019.

3. The stock appreciation rights vest in four annual installments beginning November 25, 2015.

4. The stock appreciation rights vest in four annual installments beginning November 26, 2016.

5. The stock appreciation rights vest in four annual installments beginning November 26, 2017.

6. The stock appreciation rights vest in four annual installments beginning November 26, 2018.

7. The stock appreciation rights vest in four annual installments beginning November 26, 2019.

Remarks:

	Richard Stout, by power of attorney for Alexandre Conroy	02/08/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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