BECTON DICKINSON & CO — Director's Dealing 2016

May 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2016-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-17	Common Stock	M	26002	$75.63	Acquired	49736	Direct
2016-05-17	Common Stock	D	11768	$166.27	Disposed	37968	Direct
2016-05-17	Common Stock	S	14234	$166.27	Disposed	23734	Direct
2016-05-17	Common Stock	M	37198	$76.64	Acquired	60932	Direct
2016-05-17	Common Stock	D	17059	$166.27	Disposed	43873	Direct
2016-05-17	Common Stock	S	20139	$166.27	Disposed	23734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-17	Stock Appreciation Rights	$75.63	M	26002	Disposed	2019-11-24	Common Stock (26002)	Direct
2016-05-17	Stock Appreciation Rights	$76.64	M	37198	Disposed	2020-11-23	Common Stock (37198)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	372	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 $165.65 through $167.12. 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: 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.

F3: The stock appreciation rights vest in four annual installments beginning November 24, 2010.

F4: The stock appreciation rights vest in four annual installments beginning November 23, 2011.