SEC Form 4 · accession 0001225208-18-000497
BARD C R INC /NJ/ · BCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerard D Porreca III
Officer — VP, Quality, Reg & Med Affairs
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 29, 2017 | A | 2,497 | $0.00 | A | 5,166 | D | |
| Common StockF3 | Dec 29, 2017 | D | 145 | $0.00 | D | 5,021 | D | |
| Common StockF4 | Dec 29, 2017 | D | 759 | $0.00 | D | 4,262 | D | |
| Common StockF5 | Dec 29, 2017 | D | 1,765 | $0.00 | D | 2,497 | D | |
| Common StockF2 | Dec 29, 2017 | D | 2,497 | $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)F6 | $229.17 | Dec 29, 2017 | D | 5,536 | D | — | Jul 25, 2026 | Common Stock | 5,536 | 0 | D |
| Option (Right to Buy)F6 | $219.555 | Dec 29, 2017 | D | 3,905 | D | — | Dec 14, 2026 | Common Stock | 3,905 | 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"). All of the transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger.
- F2Includes 2,497 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 145 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 759 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.
- F5Includes 1,765 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.
- 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.