0001225208-18-000494.txt : 20180103
0001225208-18-000494.hdr.sgml : 20180103
20180103201800
ACCESSION NUMBER: 0001225208-18-000494
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171229
FILED AS OF DATE: 20180103
DATE AS OF CHANGE: 20180103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beasley Jim C
CENTRAL INDEX KEY: 0001463423
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 18508111
MAIL ADDRESS:
STREET 1: C/O C. R. BARD, INC.
STREET 2: 730 CENTRAL AVENUE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BARD C R INC /NJ/
CENTRAL INDEX KEY: 0000009892
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 221454160
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 730 CENTRAL AVE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
BUSINESS PHONE: 9082778000
MAIL ADDRESS:
STREET 1: 730 CENTRAL AVENUE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
4
1
doc4.xml
X0306
4
2017-12-29
1
0000009892
BARD C R INC /NJ/
BCR
0001463423
Beasley Jim C
C/O C. R. BARD, INC.
730 CENTRAL AVENUE
MURRAY HILL
NJ
07974
1
Group President
Common Stock
2017-12-29
4
A
0
17544.0000
0
A
39779.0000
D
Common Stock
2017-12-29
4
A
0
6622.0000
0
A
46401.0000
D
Common Stock
2017-12-29
4
D
0
9885.0000
0
D
36516.0000
D
Common Stock
2017-12-29
4
D
0
17544.0000
0
D
18972.0000
D
Common Stock
2017-12-29
4
D
0
18972.0000
0
D
0.0000
D
Option (Right to Buy)
186.4250
2017-12-29
4
D
0
8781.0000
D
2025-12-09
Common Stock
8781.0000
0.0000
D
Option (Right to Buy)
168.8650
2017-12-29
4
D
0
4710.0000
D
2024-12-10
Common Stock
4710.0000
0.0000
D
Option (Right to Buy)
219.5550
2017-12-29
4
D
0
10186.0000
D
2026-12-14
Common Stock
10186.0000
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 17,544 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 6,622 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger.
Includes 9,885 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 18,972 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