0001225208-18-000498.txt : 20180103 0001225208-18-000498.hdr.sgml : 20180103 20180103201817 ACCESSION NUMBER: 0001225208-18-000498 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: RING TIMOTHY M CENTRAL INDEX KEY: 0001204666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 18508115 MAIL ADDRESS: STREET 1: C/O C.R BARD INC STREET 2: 730 CENTRAL AVE 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 0001204666 RING TIMOTHY M C/O C. R. BARD, INC. 730 CENTRAL AVENUE MURRAY HILL NJ 07974 1 1 Chairman and CEO Common Stock 2017-08-15 5 G 0 935.0000 0.0000 D 73030.0220 D Common Stock 2017-10-30 5 G 0 5532.0000 0.0000 D 67498.0220 D Common Stock 2017-12-29 4 A 0 61119.0000 0 A 128617.0220 D Common Stock 2017-12-29 4 A 0 24834.0000 0 A 153451.0220 D Common Stock 2017-12-29 4 D 0 0.0220 0 D 153451.0000 D Common Stock 2017-12-29 4 D 0 34803.0000 0 D 118648.0000 D Common Stock 2017-12-29 4 D 0 57529.0000 0 D 61119.0000 D Common Stock 2017-12-29 4 D 0 61119.0000 0 D 0.0000 D Common Stock 2017-12-29 4 D 0 3928.7940 0 D 0.0000 I 401(k) Plan Common Stock 2017-12-29 4 D 0 802.0000 0 D 0.0000 I By Children Option (Right to Buy) 186.4250 2017-12-29 4 D 0 65857.0000 D 2025-12-09 Common Stock 65857.0000 0.0000 D Option (Right to Buy) 168.8650 2017-12-29 4 D 0 61219.0000 D 2024-12-10 Common Stock 61219.0000 0.0000 D Option (Right to Buy) 136.3700 2017-12-29 4 D 0 65385.0000 D 2023-12-11 Common Stock 65385.0000 0.0000 D Option (Right to Buy) 97.6850 2017-12-29 4 D 0 74055.0000 D 2022-12-12 Common Stock 74055.0000 0.0000 D Option (Right to Buy) 219.5550 2017-12-29 4 D 0 50929.0000 D 2026-12-14 Common Stock 50929.0000 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 December 29, 2017 transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger. Includes 61,119 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 24,834 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger. Includes 0.022 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 34,803 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 57,529 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. Includes 3,928.794 shares of Bard common stock held through the Bard 401(k) Plan that were disposed of upon the closing of the Merger. Includes 802 shares of Bard common stock that, upon the closing of the Merger, were cancelled and converted into the right to receive the Merger Consideration. The reporting person disclaims beneficial ownership of the shares held by his children and this report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or for any other purpose. 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