Rupert Vessey Form 4 BRISTOL MYERS SQUIBB / RUPERT VESSEY 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^*

VESSEY RUPERT

(Last)

(First)

(Middle)

430 E. 29TH STREET

14TH FLOOR

(Street)

NEW YORK

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)
Pres., Research & Early Dev.

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2019

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)
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	11/20/2019		A		14,178⁽¹⁾⁽²⁾	A	$0	14,178	D
Common Stock, $0.10 par value	11/20/2019		A		613⁽³⁾	A	$0	613	I	401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$63.41	11/20/2019		A		35,794		⁽⁴⁾	02/02/2025	Common Stock, $0.10 par value	35,794	$0	35,794	D
Option (right to buy)	$58.78	11/20/2019		A		5,843		⁽⁴⁾	05/04/2025	Common Stock, $0.10 par value	5,843	$0	5,843	D
Option (right to buy)	$70.89	11/20/2019		A		5,843		⁽⁴⁾	07/27/2025	Common Stock, $0.10 par value	5,843	$0	5,843	D
Option (right to buy)	$61.01	11/20/2019		A		5,843		⁽⁴⁾	11/09/2025	Common Stock, $0.10 par value	5,843	$0	5,843	D
Option (right to buy)	$54.2	11/20/2019		A		4,359		⁽⁴⁾	02/01/2026	Common Stock, $0.10 par value	4,359	$0	4,359	D
Option (right to buy)	$56.44	11/20/2019		A		18,003		⁽⁴⁾	05/02/2026	Common Stock, $0.10 par value	18,003	$0	18,003	D
Option (right to buy)	$61.34	11/20/2019		A		24,134		⁽⁴⁾	08/01/2026	Common Stock, $0.10 par value	24,134	$0	24,134	D
Option (right to buy)	$54.94	11/20/2019		A		58,050		⁽⁴⁾	10/31/2026	Common Stock, $0.10 par value	58,050	$0	58,050	D
Option (right to buy)	$60.53	11/20/2019		A		24,134		⁽⁴⁾	01/30/2027	Common Stock, $0.10 par value	24,134	$0	24,134	D
Option (right to buy)	$66.35	11/20/2019		A		21,288		⁽⁴⁾	05/01/2027	Common Stock, $0.10 par value	21,288	$0	21,288	D
Option (right to buy)	$72.42	11/20/2019		A		21,288		⁽⁴⁾	07/31/2027	Common Stock, $0.10 par value	21,288	$0	21,288	D
Option (right to buy)	$54.29	11/20/2019		A		48,932		⁽⁴⁾	10/30/2027	Common Stock, $0.10 par value	48,932	$0	48,932	D
Option (right to buy)	$55.52	11/20/2019		A		21,173		⁽⁴⁾	01/29/2028	Common Stock, $0.10 par value	21,173	$0	21,173	D
Option (right to buy)	$44.7	11/20/2019		A		33,958		⁽⁴⁾	05/08/2028	Common Stock, $0.10 par value	33,958	$0	33,958	D
Option (right to buy)	$47.81	11/20/2019		A		33,958		⁽⁴⁾	07/30/2028	Common Stock, $0.10 par value	33,958	$0	33,958	D
Option (right to buy)	$38.41	11/20/2019		A		33,957		⁽⁴⁾	10/29/2028	Common Stock, $0.10 par value	33,957	$0	33,957	D
Restricted Stock Units	⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/20/2019		A		16,059		⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/01/2020	Common Stock, $0.10 par value	16,059	$0	16,059	D
Restricted Stock Units	⁽⁵⁾⁽⁸⁾	11/20/2019		A		10,707		⁽⁵⁾⁽⁸⁾	05/01/2020	Common Stock, $0.10 par value	10,707	$0	10,707	D
Restricted Stock Units	⁽⁵⁾⁽⁹⁾	11/20/2019		A		5,804		⁽⁵⁾⁽⁹⁾	10/30/2020	Common Stock, $0.10 par value	5,804	$0	5,804	D
Restricted Stock Units	⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	11/20/2019		A		25,865		⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	03/01/2021	Common Stock, $0.10 par value	25,865	$0	25,865	D
Restricted Stock Units	⁽⁵⁾⁽¹¹⁾	11/20/2019		A		17,245		⁽⁵⁾⁽¹¹⁾	05/08/2021	Common Stock, $0.10 par value	17,245	$0	17,245	D
Restricted Stock Units	⁽⁵⁾⁽¹²⁾	11/20/2019		A		10,777		⁽⁵⁾⁽¹²⁾	02/04/2022	Common Stock, $0.10 par value	10,777	$0	10,777	D
Restricted Stock Units	⁽⁵⁾⁽¹³⁾	11/20/2019		A		70,048		⁽⁵⁾⁽¹³⁾	03/01/2022	Common Stock, $0.10 par value	70,048	$0	70,048	D
Restricted Stock Units	⁽⁵⁾⁽⁶⁾⁽¹⁴⁾	11/20/2019		A		45,028		⁽⁵⁾⁽⁶⁾⁽¹⁴⁾	03/01/2022	Common Stock, $0.10 par value	45,028	$0	45,028	D

Explanation of Responses:

1. On November 20, 2019 ("Closing Date"), Bristol-Myers Squibb Company ("BMS") completed the previously announced acquisition of Celgene Corporation ("Celgene") contemplated pursuant to the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 2, 2019, by and among BMS, Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), and Celgene. Under the Merger Agreement, Merger Sub merged with and into Celgene with Celgene surviving as a direct wholly owned subsidiary of BMS (the "Merger"). The transactions on this form were not reported in a timely manner due to an administrative delay in calculations surrounding the total Merger Consideration (defined below) received by the Reporting Person.

2. Pursuant to the Merger, each outstanding share of Celgene common stock, par value $0.01 per share, was converted into the right to receive (x) $50 in cash, without interest, (y) one share of BMS common stock, par value $0.10 per share and (z) one tradeable contingent value right ( "CVR") per share or, with respect to equity awards (in some cases), per share underlying each such equity award ("Merger Consideration"). Each CVR will represent the right to receive $9.00 in cash upon Federal Drug Administration ("FDA") approval of a specified set of milestones, as set forth in the Contingent Value Rights Agreement, dated as of November 20, 2019, between BMS and Equiniti Trust Company, as trustee.

3. Based on a plan statement as of the end of the most recent fiscal quarter.

4. All of the shares are currently exercisable. Pursuant to the Merger, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

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

6. In connection with the Merger, all outstanding Celgene performance share unit awards were assumed by BMS and converted into (A) a restricted unit award that settled in a number of shares of Common Stock equal to the product of (1) the number of Celgene common stock underlying such equity award immediately prior to the Merger (with such number of shares determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the end of the calendar quarter immediately preceding the quarter in which the Merger occurs, as determined by the Management Compensation and Development Committee of the board of directors of Celgene prior to the Merger Effective Time), multiplied by (2) the methodology and exchange ratio set forth in the Merger Agreement, and (B) the right to receive, immediately upon, and subject to, the vesting of such equity award, one CVR per share per share underlying each such equity award.

7. The restricted stock unit vests in full on March 1, 2020, which is the end of the original performance period associated with the original Performance Share Unit award.

8. The restricted stock unit vests in three equal installments beginning on May 1, 2018.

9. The restricted stock unit vests in three equal installments beginning on October 30, 2018.

10. The restricted stock unit vests in full on March 1, 2021, which is the end of the original performance period associated with the original Performance Share Unit award.

11. The restricted stock unit vests in three equal installments beginning on May 8, 2019.

12. The restricted stock unit vests in three equal installments beginning on February 4, 2020.

13. The restricted stock unit vests in three equal installments beginning on March 1, 2020.

14. The restricted stock unit vests in full on March 1, 2022, which is the end of the original performance period associated with the original Performance Share Unit award.

Remarks:

	/s/ Lisa A. Atkins, attorney-in-fact for Rupert Vessey	11/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Rupert Vessey Form 4BRISTOL MYERS SQUIBB / RUPERT VESSEY ownership change