SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FERNANDEZ MANUEL A

(Last)

(First)

(Middle)

C/O THE BLACK & DECKER CORPORATION

701 EAST JOPPA ROAD

(Street)

TOWSON

21286

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACK & DECKER CORP [ BDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2010		D		24,142	D	⁽¹⁾	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$40.025	03/12/2010		D			2,500	03/25/2002⁽²⁾	04/24/2011	Common Stock	2,500	$0	0	D
Stock Option (Right to Buy)	$48.33	03/12/2010		D		2,500		03/30/2003⁽³⁾	04/29/2012	Common Stock	2,500	$0	0	D
Phantom Stock	⁽⁴⁾	03/12/2010		D		5,631.2656		03/12/2010	03/12/2010	Common Stock	5,631.2656	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between The Black & Decker Corporation and The Stanley Works in exchange for 30,781 shares of Stanley Black & Decker, Inc. (SWK) common stock, having a market value of $57.86 per share on the effective date of the merger.

2. This option, which vested on 3/25/2002, was assumed by Stanley Black & Decker, Inc. (SWK) in the merger and replaced with an option to purchase 3,187 shares of SWK common stock for $31.40 per share.

3. This option, which vested on 3/30/2003, was assumed by Stanley Black & Decker, Inc. (SWK) in the merger and replaced with an option to purchase 3,187 shares of SWK common stock for $39.91 per share.

4. The shares of Phantom stock convert to Common shares on a 1 for 1 basis.

5. The referenced Phantom Stock was acquired pursuant to the deferred compensation provisions of the Non-Employee Directors Stock Plan (?Stock Plan?) and is settled in shares of Common Stock under the terms of the Stock Plan. The Phantom Stock is disposed of pursuant to the merger agreement between The Black & Decker Corporation and The Stanley Works in exchange for 7,179 shares of Stanley Black & Decker, Inc. (SWK) common stock, having a market value of $57.86 per share on the effective date of the merger.

Remarks:

	/s/ Natalie A. Shields, Attorney-in-Fact	03/16/2010
	** 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 4 (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).
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