Bristol-Myers Squibb (BMY) Form 4 BRISTOL MYERS SQUIBB / Elizabeth Mily 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^*

Mily Elizabeth

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

430 E. 29TH STREET, 14TH FLOOR

(Street)

NEW YORK NY 10016

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Strategy & BD

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023

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	04/01/2023		M		3,662(1)	A	$0	34,058	D
Common Stock, $0.10 par value	04/01/2023		J		1,190(2)	A	$0	35,248	D
Common Stock, $0.10 par value	04/01/2023		F		2,059(3)	D	$69.31	33,189	D
Common Stock, $0.10 par value	04/01/2023		M		2,684(4)	A	$0	35,873	D
Common Stock, $0.10 par value	04/01/2023		F		1,139(3)	D	$69.31	34,734	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
Market Share Units	(5)	04/01/2023		M			3,662	(1)	04/01/2024	Common Stock, $0.10 par value	3,662	$0	3,663	D
Restricted Stock Units	(6)	04/01/2023		M			2,684	(4)	04/01/2024	Common Stock, $0.10 par value	2,684	$0	2,685	D

Explanation of Responses:

1. Represents vesting of one-quarter of market share units granted on April 1, 2020.

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 award.

4. The restricted stock units vest in four equal annual installments beginning on April 1, 2021.

5. 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%.

6. Each restricted stock unit converts into one share of common stock upon vesting.

Remarks:

	/s/ Lisa A. Atkins, attorney-in-fact for Elizabeth Mily	04/04/2023
	** 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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