Kelly John E Iii Form 4 INTERNATIONAL BUSINESS MACHINES / JOHN E KELLY III ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLY JOHN E III

(Last) (First) (Middle)

IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [ IBM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2020

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/07/2020		M		3,891	A	$0.00	99,878.3586	D
Common Stock	06/07/2020		F		1,906	D	$132.985	97,972.3586	D
Common Stock	06/08/2020		M		2,750	A	$0.00	100,722.3586	D
Common Stock	06/08/2020		F		1,347	D	$134.075	99,375.3586	D
Common Stock	06/08/2020		M		3,117	A	$0.00	102,492.3586	D
Common Stock	06/08/2020		F		1,527	D	$134.075	100,965.3586	D
Common Stock	06/08/2020		M		3,319	A	$0.00	104,284.3586	D
Common Stock	06/08/2020		F		1,626	D	$134.075	102,658.3586	D
Common Stock								65	I(1)	son
Common Stock								114	I(1)	spouse trust
Common Stock								26,317	I(1)	trust 1
Common Stock								12,886	I(1)	trust 2

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 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: 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
Rst. Stock Unit	$0.00(2)	06/07/2020		M(3)			3,891	(2)	(2)	Common Stock	3,891	$0.00	11,674	D
Rst. Stock Unit	$0.00(4)	06/08/2020		A(4)		17,900		(4)	(4)	Common Stock	17,900	$0.00	17,900	D
Rst. Stock Unit	$0.00(2)	06/08/2020		M(3)			3,319	(2)	(2)	Common Stock	3,319	$0.00	0.00	D
Rst. Stock Unit	$0.00(2)	06/08/2020		M(3)			2,750	(2)	(2)	Common Stock	2,750	$0.00	2,750	D
Rst. Stock Unit	$0.00(2)	06/08/2020		M(3)			3,117	(2)	(2)	Common Stock	3,117	$0.00	6,235	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

3. Release of restricted stock units.

4. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 4,475 of these units on 06/08/2021, 4,475 of these units on 06/08/2022, 4,475 of these units on 06/08/2023, and 4,475 of these units on 06/08/2024

Remarks:

	D. Condrea on behalf of J. E. Kelly III	06/09/2020
	** 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).
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