Bristol-Myers Squibb (BMY) Form 4 BRISTOL MYERS SQUIBB / LAMBERTO ANDREOTTI 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^*

ANDREOTTI LAMBERTO

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015

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, $0.10 par value	08/03/2015		M		115,000	A	$22.73	685,074	D
Common Stock, $0.10 par value	08/03/2015		M		200,000	A	$24.74	885,074	D
Common Stock, $0.10 par value	08/03/2015		S		31,200(1)	D	$64.753(1)	853,874	D
Common Stock, $0.10 par value	08/03/2015		S		283,800(2)	D	$65.43(2)	570,074	D

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
Option (right to buy)	$22.73	08/03/2015		M			115,000	(3)	03/06/2016	Common Stock, $0.10 par value	115,000	$0	0	D
Option (right to buy)	$24.74	08/03/2015		M			200,000	(4)	11/30/2016	Common Stock, $0.10 par value	200,000	$0	100,000	D
Deferred Share Units	(5)	08/03/2015		A		1,211.2(6)		(5)	(5)	Common Stock, $0.10 par value	1,211.2	$65.34	1,211.2	D

Explanation of Responses:

1. A portion of these shares were sold to cover exercise price and taxes in accordance with broker's procedure for sell-to-cover transactions. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $64.69 to $64.81, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

2. A portion of these shares were sold to cover exercise price and taxes in accordance with broker's procedure for sell-to-cover transactions. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $65.00 to $65.78, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

3. Twenty-five percent of the stock option award vested on each of the first, second, third, and fourth anniversaries of the grant date, which was March 7, 2006.

4. One-third of the stock option award vested on each of the third, fourth, and fifth anniversaries of the grant date, which was December 1, 2006.

5. Each Deferred Share Unit will be converted into a share of common stock upon settlement. The Deferred Share Units become settleable when the reporting person ceases to be a director or at a future date previously specified by the reporting person.

6. Represents pro rata portion of the 2015 annual Deferred Share Units awards granted to the Company's directors.

Remarks:

	/s/ Robert J. Wollin, attorney-in-fact for Lamberto Andreotti	08/05/2015
	** Signature of Reporting Person	Date
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