BECTON DICKINSON & CO — Director's Dealing 2015

May 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2015-05-20

Reporting Person: Tharby Linda M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-20	Common Stock	M	3147	$84.33	Acquired	9844	Direct
2015-05-20	Common Stock	D	1869	$142.00	Disposed	7975	Direct
2015-05-20	Common Stock	S	1278	$142.00	Disposed	6697	Direct
2015-05-21	Common Stock	M	458	$84.33	Acquired	7155	Direct
2015-05-21	Common Stock	D	272	$142.02	Disposed	6883	Direct
2015-05-21	Common Stock	S	186	$142.02	Disposed	6697	Direct
2015-05-21	Common Stock	M	9854	$75.63	Acquired	16551	Direct
2015-05-21	Common Stock	D	5249	$142.02	Disposed	11302	Direct
2015-05-21	Common Stock	S	4605	$142.02	Disposed	6697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-20	Stock Appreciation Rights	$84.33	M	3147	Disposed	2017-11-20	Common Stock (3147)	Direct
2015-05-21	Stock Appreciation Rights	$84.33	M	458	Disposed	2017-11-20	Common Stock (458)	Direct
2015-05-21	Stock Appreciation Rights	$75.63	M	9854	Disposed	2019-11-24	Common Stock (9854)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1492	Indirect
Common Stock	91	Indirect

Footnotes

F1: The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $142.00 through $142.03. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.

F2: The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $142.00 through $142.14. Full information regarding the number of shares purchased at each separate price will be provided to the Securities and Exchange Commission, the issuer or a security holder of the issuer upon request.

F3: 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.

F4: 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 April 30, 2015.

F5: The stock appreciation rights vest in four annual installments beginning November 20, 2008.

F6: The stock appreciation rights vest in four annual installments beginning November 24, 2010.