BECTON DICKINSON & CO — Director's Dealing 2016

Nov 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2016-11-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-26	Common Stock	A	6703	—	Acquired	30437	Direct
2016-11-26	Common Stock	F	5076	—	Disposed	25361	Direct
2016-11-26	Common Stock	A	1590	—	Acquired	26951	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-26	Stock Appreciation Rights	$170.69	A	15588	Acquired	2026-11-26	Common Stock (15588)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	372	Indirect

Footnotes

F1: Represents shares vesting under performance units granted on November 26, 2013.

F2: Represents shares withheld for payment of withholding taxes in connection with vesting of the performance units referred to in footnote (1) and the vesting of restricted stock units as previously reported on Table I.

F3: Represents restricted stock units awarded under the Becton, Dickinson and Company 2004 Employee and Director Equity-Based Compensation Plan.

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 February 29, 2016.

F5: The stock appreciation rights vest in four annual installments beginning November 26, 2017.