Sec Form 4 Filing - FORLENZA VINCENT A @ BECTON DICKINSON & CO - 2020-01-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FORLENZA VINCENT A
2. Issuer Name and Ticker or Trading Symbol
BECTON DICKINSON & CO [ BDX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last) (First) (Middle)
C/O BECTON, DICKINSON AND COMPANY, 1 BECTON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2020
(Street)
FRANKLIN LAKES, NJ07417
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/08/2020 M 18,783 A $ 72.12 227,647 D
Common Stock 01/08/2020 D 4,923 D $ 275.19 ( 1 ) 222,724 D
Common Stock 01/08/2020 S 13,860 D $ 275.19 ( 1 ) 208,864 D
Common Stock 01/10/2020 M 26,665 A $ 72.12 235,529 D
Common Stock 01/10/2020 D 6,990 D $ 275.15 ( 2 ) 228,539 D
Common Stock 01/10/2020 S 19,675 D $ 275.15 ( 2 ) 208,864 D
Common Stock 26,064 I By GRAT
Common Stock 10,645 ( 3 ) I SIP Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 72.12 01/08/2020 M 18,783 11/22/2012( 4 ) 11/22/2021 Common Stock 18,783 $ 0 117,563 D
Stock Appreciation Rights $ 72.12 01/10/2020 M 26,665 11/22/2012( 4 ) 11/22/2021 Common Stock 26,665 $ 0 90,898 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FORLENZA VINCENT A
C/O BECTON, DICKINSON AND COMPANY
1 BECTON DRIVE
FRANKLIN LAKES, NJ07417
X Chairman, CEO and President
Signatures
Richard Stout, by power of attorney for Vincent A. Forlenza 01/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $275.00 through $275.56. 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. This transaction was made pursuant to a 10b5-1 plan entered into on December 16, 2019.
( 2 )The reported sale price reflects the weighted average sale price for multiple transactions. The actual sales prices for the transactions ranged from $275.00 through $275.61. 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. This transaction was made pursuant to a 10b5-1 plan entered into on December 16, 2019.
( 3 )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 July 1, 2019.
( 4 )The stock appreciation rights vest in four annual installments beginning November 22, 2012.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.