FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kelly John C.
2. Issuer Name and Ticker or Trading Symbol

BARD C R INC /NJ/ [ BCR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O C. R. BARD, INC., 730 CENTRAL AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2017
(Street)

MURRAY HILL, NJ 07974
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/29/2017     D    6578.5942   D $0   (1) 0.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   (2) $81.6950   12/29/2017     D         1200.0000      (3) 12/9/2019   Common Stock   1200.0000     (3) 0.0000   D    
Phantom Stock Units   (4)   (5) 12/29/2017     A      115.7100         (6)   (6) Common Stock   115.7100   $331.2400   5342.5100   (7) D    
Phantom Stock Units   (4)   (5) 12/29/2017     D         5342.5100      (6)   (6) Common Stock   5342.5100     (6) 0.0000   D    
Share Equivalent Units   (8)   (8) 12/29/2017     D         5174.0000      (9)   (9) Common Stock   5174.0000     (9) 0.0000   D    

Explanation of Responses:
(1)  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").
(2)  Award/Grant pursuant to the 2005 Directors' Stock Award Plan, as amended and restated.
(3)  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.
(4)  Units are credited under the Company's Deferred Compensation Contract, Deferral of Directors' Fees.
(5)  Conversion is 1 for 1.
(6)  These units, which are 100% vested, were paid out in cash in accordance with the Merger Agreement.
(7)  Includes 8.45 units for dividend credits.
(8)  Units granted under the Company's Stock Equivalent Plan for Outside Directors.
(9)  These units, which are 100% vested, were assumed by BD at the effective time of the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kelly John C.
C/O C. R. BARD, INC.
730 CENTRAL AVENUE
MURRAY HILL, NJ 07974
X



Signatures
Myra McGinley, Attorney-in-Fact 1/3/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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