X0306 4 2017-12-29 1 0000009892 BARD C R INC /NJ/ BCR 0001271440 HOLLAND CHRISTOPHER S C/O C. R. BARD, INC. 730 CENTRAL AVENUE MURRAY HILL NJ 07974 1 Senior Vice President and CFO Common Stock 2017-12-29 4 A 0 17913.0000 0 A 44904.3630 D Common Stock 2017-12-29 4 A 0 7008.0000 0 A 51912.3630 D Common Stock 2017-12-29 4 D 0 968.3630 0 D 50944.0000 D Common Stock 2017-12-29 4 D 0 10271.0000 0 D 40673.0000 D Common Stock 2017-12-29 4 D 0 17913.0000 0 D 22760.0000 D Common Stock 2017-12-29 4 D 0 22760.0000 0 D 0.0000 D Option (Right to Buy) 186.4250 2017-12-29 4 D 0 17562.0000 D 2025-12-09 Common Stock 17562.0000 0.0000 D Option (Right to Buy) 168.8650 2017-12-29 4 D 0 18837.0000 D 2024-12-10 Common Stock 18837.0000 0.0000 D Option (Right to Buy) 136.3700 2017-12-29 4 D 0 5944.0000 D 2023-12-11 Common Stock 5944.0000 0.0000 D Option (Right to Buy) 219.5550 2017-12-29 4 D 0 15279.0000 D 2026-12-14 Common Stock 15279.0000 0.0000 D This 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. Includes 17,913 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. Includes 7,008 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger. Includes 968.363 shares of Bard common stock that, upon the closing of the Merger, were cancelled and converted into the right to receive the Merger Consideration. Includes 10,271 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. Includes 22,760 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. These 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. Myra McGinley, Attorney-in-Fact 2018-01-03