Edgar Filing: BRISTOL MYERS SQUIBB CO

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JUDGE ANN POWELL

2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [BMY]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Global Human Resources

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY, 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

(Street)

NEW YORK, NY 10154

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, $0.10 par value	03/10/2017		M		2,108 ⁽¹⁾	A	$ 0	26,667.72	D
Common Stock, $0.10 par value	03/10/2017		J		1,034 ⁽²⁾	A	$ 0	27,701.72	D
Common Stock, $0.10 par value	03/10/2017		F		956 ⁽³⁾	D	$ 58.32	26,745.72	D
Common Stock, $0.10 par value	03/10/2017		M		2,439 ⁽⁴⁾	A	$ 0	29,184.72	D
Common Stock, $0.10 par value	03/10/2017		J		19 ⁽²⁾	A	$ 0	29,203.72	D
Common Stock, $0.10 par value	03/10/2017		F		1,093 ⁽³⁾	D	$ 58.32	28,110.72	D
Common Stock, $0.10 par value	03/10/2017		M		2,318 ⁽⁵⁾	A	$ 0	30,428.72	D
Common Stock, $0.10 par value	03/10/2017		J		304 ⁽⁶⁾	D	$ 0	30,124.72	D
Common Stock, $0.10 par value	03/10/2017		F		907 ⁽³⁾	D	$ 58.32	29,217.72	D
Common Stock, $0.10 par value	03/10/2017		M		2,492 ⁽⁷⁾	A	$ 0	31,709.72	D
Common Stock, $0.10 par value	03/10/2017		J		359 ⁽⁶⁾	D	$ 0	31,350.72	D
Common Stock, $0.10 par value	03/10/2017		F		961 ⁽³⁾	D	$ 58.32	30,389.72	D
Common Stock, $0.10 par value	03/10/2017		M		22,156 ⁽⁸⁾	A	$ 0	52,545.72	D
Common Stock, $0.10 par value	03/10/2017		F		9,975 ⁽³⁾	D	$ 58.32	42,570.72	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Market Share Units

⁽⁹⁾

03/10/2017

2,108

⁽¹⁾

03/10/2017⁽¹⁾

Common Stock, $0.10 par value

2,108

$ 0

Market Share Units

⁽⁹⁾

03/10/2017

2,439

⁽⁴⁾

03/10/2018⁽⁴⁾

Common Stock, $0.10 par value

2,439

$ 0

2,440

Market Share Units

⁽⁹⁾

03/10/2017

2,318

⁽⁵⁾

03/10/2019⁽⁵⁾

Common Stock, $0.10 par value

2,318

$ 0

4,636

Market Share Units

⁽⁹⁾

03/10/2017

2,492

⁽⁷⁾

03/10/2020⁽⁷⁾

Common Stock, $0.10 par value

2,492

$ 0

7,476

Market Share Units

⁽⁹⁾

03/10/2017

12,677

⁽¹⁰⁾

03/10/2021⁽¹⁰⁾

Common Stock, $0.10 par value

12,677

$ 0

12,677

Performance Shares

⁽¹¹⁾

03/10/2017

22,156 ⁽⁸⁾

⁽¹¹⁾

03/10/2017⁽¹¹⁾

Common Stock, $0.10 par value

22,156

$ 0

Performance Shares

⁽¹²⁾

03/10/2017

19,016

⁽¹²⁾

03/10/2020⁽¹²⁾

Common Stock, $0.10 par value

19,016

$ 0

19,016

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JUDGE ANN POWELL BRISTOL-MYERS SQUIBB COMPANY 345 PARK AVENUE NEW YORK, NY 10154			SVP, Global Human Resources

Signatures

/s/ Katherine Kelly, attorney-in-fact for Ann Powell Judge		03/14/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents vesting of one-quarter of market share units granted on March 10, 2013.
(2)	Adjustment reflects additional shares acquired upon the vesting of market share units due to the performance factor.
(3)	Shares withheld for payment of taxes upon vesting of awards.
(4)	Represents vesting of one-quarter of market share units granted on March 10, 2014.
(5)	Represents vesting of one-quarter of market share units granted on March 10, 2015.
(6)	Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.
(7)	Represents vesting of one-quarter of market share units granted on March 10, 2016.
(8)	Amount represents distribution of performance shares earned under the 2014-2016 Long-Term Performance Award based on the performance factor applied in accordance with the terms of the Award and certification of performance results by the Board.
(9)	Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
(10)	Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date.
(11)	Each performance share converts into one share of common stock upon distribution in the first quarter of 2017, subject to a Total Shareholder Return modifier.
(12)	Each performance share converts into one share of common stock upon distribution in the first quarter of 2020.

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