SEC Form 4 · accession 0001225208-18-000471
BARD C R INC /NJ/ · BCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C. Kelly
Director
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 6:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000009892
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 29, 2017 | D | 6,579 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F2,F3 | $81.695 | Dec 29, 2017 | D | 1,200 | D | — | Dec 9, 2019 | Common Stock | 1,200 | 0 | D |
| Phantom Stock UnitsF4,F7,F5,F6 | — | Dec 29, 2017 | A | 116 | A | — | — | Common Stock | 116 | 5,343 | D |
| Phantom Stock UnitsF4,F6,F5 | — | Dec 29, 2017 | D | 5,343 | D | — | — | Common Stock | 5,343 | 0 | D |
| Share Equivalent UnitsF8,F9 | — | Dec 29, 2017 | D | 5,174 | D | — | — | Common Stock | 5,174 | 0 | D |
Explanation of responses
- F1This 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").
- F2Award/Grant pursuant to the 2005 Directors' Stock Award Plan, as amended and restated.
- F3These 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.
- F4Units are credited under the Company's Deferred Compensation Contract, Deferral of Directors' Fees.
- F5Conversion is 1 for 1.
- F6These units, which are 100% vested, were paid out in cash in accordance with the Merger Agreement.
- F7Includes 8.45 units for dividend credits.
- F8Units granted under the Company's Stock Equivalent Plan for Outside Directors.
- F9These units, which are 100% vested, were assumed by BD at the effective time of the Merger.