| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.10 par value | 03/10/2024 | M | 5,789(1) | A | $0 | 337,203.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | J | 912(2) | D | $0 | 336,291.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | F | 2,490(3) | D | $53.79 | 333,801.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | M | 5,856(4) | A | $0 | 339,657.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | J | 1,009(2) | D | $0 | 338,648.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | F | 2,475(3) | D | $53.79 | 336,173.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | M | 35,139(5) | A | $0 | 371,312.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | J | 12,232(6) | D | $0 | 359,080.333 | D | |||
| Common Stock, $0.10 par value | 03/10/2024 | F | 11,695(3) | D | $53.79 | 347,385.333 | D | |||
| Common Stock, $0.10 par value | 7,285.12(7) | I | BMS Savings and Investment Program | |||||||
| Common Stock, $0.10 par value | 93,436(8) | I | Trust (SLAT) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Market Share Units | (9) | 03/10/2024 | M | 5,789 | (1) | 03/10/2024 | Common Stock, $0.10 par value | 5,789 | $0 | 0 | D | ||||
| Market Share Units | (9) | 03/10/2024 | M | 5,856 | (4) | 03/10/2025 | Common Stock, $0.10 par value | 5,856 | $0 | 5,858 | D | ||||
| Market Share Units | (10) | 03/10/2024 | J | 5,349(11) | (12) | 03/10/2026 | Common Stock, $0.10 par value | 5,349 | $0 | 10,700 | D | ||||
| Market Share Units | (10) | 03/10/2024 | J | 5,415(13) | (12) | 03/10/2027 | Common Stock, $0.10 par value | 5,415 | $0 | 16,248 | D | ||||
| Market Share Units | (10) | 03/10/2024 | A | 28,638 | (12) | 03/10/2028 | Common Stock, $0.10 par value | 28,638 | $0 | 28,638 | D | ||||
| Performance Shares | (14) | 03/10/2024 | M | 35,139 | (14) | 03/10/2024 | Common Stock, $0.10 par value | 35,139 | $0 | 0 | D | ||||
| Performance Shares | (15) | 03/10/2024 | A | 42,957 | (15) | 03/10/2027 | Common Stock, $0.10 par value | 42,957 | $0 | 42,957 | D | ||||
| Explanation of Responses: |
| 1. Represents vesting of one-quarter of market share units granted on March 10, 2020. |
| 2. Represents a downward adjustment to the number of 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, 2021. |
| 5. Amount represents distribution of performance shares earned under the 2021-2023 Long-Term Performance Award. |
| 6. Adjustment to Award based on the performance factor applied in accordance with the terms of the Award and certification of performance results by the Board. |
| 7. Based on recent 401(k) plan statement. |
| 8. Shares held in a Spousal Lifetime Access Trust (SLAT). |
| 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. 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 80% and the maximum payout factor is 225%. |
| 11. Represents the cancellation of one-quarter of market share units granted on March 10, 2022 due to the 80% minimum payout factor not being achieved. |
| 12. 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. |
| 13. Represents the cancellation of one-quarter of market share units granted on March 10, 2023 due to the 80% minimum payout factor not being achieved. |
| 14. Each performance share converts into one share of common stock upon distribution in the first quarter of 2024, subject to a Total Shareholder Return. |
| 15. Each performance share converts into one share of common stock upon distribution in the first quarter of 2027. |
| Remarks: |
| /s/ Lisa A. Atkins, attorney-in-fact for Sandra Leung | 03/12/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
