| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/31/2012 |
3. Issuer Name and Ticker or Trading Symbol
BARD C R INC /NJ/ [ BCR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/27/2012 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.25 par value | 5,531,199 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, (ii) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iv) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (v) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. |
| 3. This Form 3/A is filed to amend G. Mason Morfit's indirect ownership report and to report the initial holdings for the additional Reporting Persons. |
| Remarks: |
| -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. -G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. Joint Filer Information: Name: ValueAct Holdings, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 Name: VA Partners I, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 Name: ValueAct Capital Management, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: CR Bard, Inc. BCR Date of Event Requiring Statement: 07/31/2012 |
| /s/ G. Mason Morfit | 08/02/2012 | |
| VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer | 08/02/2012 | |
| VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By:/s/ George F. Hamel, Jr., Chief Operating Officer | 08/02/2012 | |
| VA PARTNERS I, LLC, By:/s/ George F. Hamel, Jr., Chief Operating Officer | 08/02/2012 | |
| VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel, Jr., Chief Operating Officer | 08/02/2012 | |
| VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel, Jr., Chief Operating Officer | 08/02/2012 | |
| VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel, Jr., Chief Operating Officer | 08/02/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||