Sec Form 4 Filing - OHALLERAN MICHAEL D @ CAREFUSION Corp - 2015-03-17

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

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1. Name and Address of Reporting Person OHALLERAN MICHAEL D 2. Issuer Name and Ticker or Trading Symbol CAREFUSION Corp [ CFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAREFUSION CORPORATION, 3750 TORREY VIEW COURT 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2015 (Street) SAN DIEGO,, CA92130 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 ( 1 ) 03/17/2015 D 45,759 ( 2 ) D $ 0 ( 3 ) 0 D Common Stock 03/17/2015 D 3,750 D $ 0 ( 3 ) 0 I In trust for self

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 Restricted Stock Units ( 4 ) 03/17/2015 D( 3 ) 2,874 ( 5 ) ( 5 ) Common Stock 2,874 ( 5 ) 0 D Options (right to buy) $ 22.35 03/12/2015 D( 3 ) 12,630 ( 6 ) 11/05/2015 Common Stock 12,630 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OHALLERAN MICHAEL D C/O CAREFUSION CORPORATION 3750 TORREY VIEW COURT SAN DIEGO,, CA92130 X Signatures Nathaniel Sisitsky, Attorney in-fact 03/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the March 17, 2015 closing of the merger of Griffin Sub, Inc. with and into CareFusion Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 5, 2014 (the "Merger Agreement"), among CareFusion Corporation, Becton, Dickinson and Company ("BD"), and Griffin Sub, Inc. Upon the closing of the Merger, each outstanding share of CareFusion Corporation common stock was converted into the right to receive $49.00 per share (without interest) and 0.0777 share of BD (the "Merger Consideration"). On the day prior to the closing date of the Merger, each 0.0777 share of BD received in the Merger had a value of $11.06, based on the closing price of BD common stock on the NYSE on such date. ( 2 )Includes shares of CareFusion Corporation common stock subject to previously vested restricted stock units ("RSUs") for which delivery has been deferred. In accordance with the Merger Agreement, these deferred RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration. ( 3 )Disposed of pursuant to the Merger Agreement. ( 4 )Each RSU represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting. ( 5 )These RSUs were granted on November 5, 2014. In accordance with the Merger Agreement, these RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration. ( 6 )These stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 5,322 shares of BD common stock with an exercise price of $53.04.

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