BECTON DICKINSON & CO — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2011-12-23

Reporting Person: BECTON HENRY P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-23	Common Stock	G	500	—	Disposed	75357	Indirect
2012-03-09	Common Stock	G	9000	—	Disposed	66357	Indirect
2012-03-09	Common Stock	J	49500	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	517780	Indirect
Common Stock	11400	Indirect
Common Stock	37166	Indirect
Common Stock	108712	Indirect
Common Stock	16200	Indirect
Common Stock	70000	Indirect
Common Stock	21440	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: By trust for benefit of reporting person and his siblings, of which he is a co-trustee.

F5: Represents shares held in trust and directly by spouse.

F6: By trusts for benefit of reporting person's children, with wife and independent advisor as co-trustees.

F7: 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.