BECTON DICKINSON & CO — Director's Dealing 2015

May 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2015-05-13

Reporting Person: SHERMAN JEFFREY S (Exec VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-13	Common Stock	S	6136	$138.40	Disposed	26086	Direct
2015-05-13	Common Stock	M	12380	$84.33	Acquired	38466	Direct
2015-05-13	Common Stock	D	7533	$138.40	Disposed	30933	Direct
2015-05-13	Common Stock	S	4847	$138.40	Disposed	26086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-13	Stock Appreciation Rights	$84.33	M	12380	Disposed	2017-11-20	Common Stock (12380)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	368	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 $138.19 through $138.51. 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 $138.19 through $138.50. 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 Savings Incentive Plan (the "SIP"). The information presented for the SIP is as of April 30, 2015.

F4: The stock appreciation rights vest in four annual installments beginning November 20, 2008.