BECTON DICKINSON & CO — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2017-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	S	4857	$180.04	Disposed	22094	Direct
2017-02-15	Common Stock	M	44364	$72.12	Acquired	66458	Direct
2017-02-15	Common Stock	D	17757	$180.02	Disposed	48701	Direct
2017-02-15	Common Stock	S	26607	$180.02	Disposed	22094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Stock Appreciation Rights	$72.12	M	44364	Disposed	2021-11-22	Common Stock (44364)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	378	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 $179.96 through $180.21. 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 $179.94 through $180.20. 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 December 31, 2016.

F4: The stock appreciation rights vest in four annual installments beginning November 22, 2012.