SEC Form 4 · accession 0001225208-18-000496

· BCR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frank Lupisella Jr.

Officer — Vice President and Controller

Period of report

Dec 29, 2017

Accepted (ET)

Jan 3, 2018 · 8:18 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
Common Stock^F1,F2	Dec 29, 2017	A	3,755	$0.00	A	13,089	D
Common Stock^F3	Dec 29, 2017	D	487	$0.00	D	12,602	D
Common Stock^F4	Dec 29, 2017	D	1,112	$0.00	D	11,490	D
Common Stock^F2	Dec 29, 2017	D	3,755	$0.00	D	7,735	D
Common Stock^F5	Dec 29, 2017	D	7,735	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (Right to Buy)^F6	$186.425	Dec 29, 2017	D	2,832	D	—	Dec 9, 2025	Common Stock	2,832	D
Option (Right to Buy)^F6	$168.865	Dec 29, 2017	D	1,978	D	—	Dec 10, 2024	Common Stock	1,978	D
Option (Right to Buy)^F6	$136.37	Dec 29, 2017	D	1,219	D	—	Dec 11, 2023	Common Stock	1,219	D
Option (Right to Buy)^F6	$219.555	Dec 29, 2017	D	3,056	D	—	Dec 14, 2026	Common Stock	3,056	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"). All of the transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger.
F2Includes 3,755 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.
F3Includes 456 shares of Bard common stock that, upon the closing of the Merger, were cancelled and converted into the right to receive the Merger Consideration.
F4Includes 1,112 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.
F5Includes 7,735 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 cancelled and converted into an equivalent adjusted BD MSPP Unit.
F6These 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.