Sec Form 4 Filing - WEILAND JOHN H @ BARD C R INC /NJ/ - 2017-12-29

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 WEILAND JOHN H 2. Issuer Name and Ticker or Trading Symbol BARD C R INC /NJ/ [ BCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman, Pres. and COO (Last) (First) (Middle) C/O C. R. BARD, INC., 730 CENTRAL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2017 (Street) MURRAY HILL, NJ07974 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 ) 12/29/2017 A 29,823 A $ 0 ( 2 ) 72,719.29 D Common Stock 12/29/2017 A 11,258 A $ 0 ( 3 ) 83,977.29 D Common Stock 12/29/2017 D 0.29 D $ 0 ( 4 ) 83,977 D Common Stock 12/29/2017 D 17,025 D $ 0 ( 5 ) 66,952 D Common Stock 12/29/2017 D 29,823 D $ 0 ( 2 ) 37,129 D Common Stock 12/29/2017 D 37,129 D $ 0 ( 6 ) 0 D Common Stock 12/29/2017 D 6,018.306 D $ 0 ( 7 ) 0 I 401(k) Plan

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 Option (Right to Buy) $ 186.425 12/29/2017 D 29,855 ( 8 ) 12/09/2025 Common Stock 29,855 ( 8 ) 0 D Option (Right to Buy) $ 168.865 12/29/2017 D 32,022 ( 8 ) 12/10/2024 Common Stock 32,022 ( 8 ) 0 D Option (Right to Buy) $ 136.37 12/29/2017 D 11,145 ( 8 ) 12/11/2023 Common Stock 11,145 ( 8 ) 0 D Option (Right to Buy) $ 219.555 12/29/2017 D 23,088 ( 8 ) 12/14/2026 Common Stock 23,088 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEILAND JOHN H C/O C. R. BARD, INC. 730 CENTRAL AVENUE MURRAY HILL, NJ07974 X Vice Chairman, Pres. and COO Signatures Myra McGinley, Attorney-in-Fact 01/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the December 29, 2017 closing of the merger (the "Merger") of Lambda Corp. ("Lambda") with and into C. R. Bard, Inc. ("Bard") pursuant to the Agreement and Plan of Merger, dated as of April 23, 2017, among Bard, Becton, Dickinson and Company ("BD") and Lambda. Upon the closing of the Merger, each outstanding share of Bard common stock was converted into the right to receive $222.93 in cash (without interest) and 0.5077 of a share of BD common stock (the "Merger Consideration"). All of the transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger. ( 2 )Includes 29,823 shares of Bard common stock deemed acquired upon satisfaction of performance criteria underlying the award of restricted stock units under the 2012 Long Term Incentive Plan of Bard (as amended and restated) ("PLTIP"). In accordance with the Merger Agreement, these PLTIP units were cancelled in connection with the Merger and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent BD PLTIP units. ( 3 )Includes 11,258 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger. ( 4 )Includes 0.29 shares of Bard common stock that, upon the closing of the Merger, were cancelled and converted into the right to receive the Merger Consideration. ( 5 )Includes 17,025 Bard restricted stock units that, upon the closing of the Merger, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent adjusted BD restricted stock units. ( 6 )Includes 37,129 shares of restricted stock units acquired through deferral of compensation under Bard's Management Stock Purchase Program ("MSPP"). In accordance with the Merger Agreement (i) each Bard MSPP Unit that by its terms vested and/or became payable at the closing of the Merger was cancelled and converted into, with respect to each share of Bard common stock underlying such Bard MSPP Unit, the right to receive the Merger Consideration; and (ii) each Bard MSPP Unit that did not, by its terms, become payable at the closing of the Merger was assumed and converted in accordance with the exchange ratio set forth in the Merger Agreement into an equivalent adjusted BD MSPP Unit. ( 7 )Includes 6,018.306 shares of Bard common stock held through the Bard 401(k) Plan that were disposed of upon the closing of the Merger. ( 8 )These stock options were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into stock appreciation rights with respect to BD common stock.

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