Del Bene Robert F Form 3 INTERNATIONAL BUSINESS MACHINES / Bene Robert F Del ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Del Bene Robert F

(Last) (First) (Middle)

ONE NEW ORCHARD

(Street)

ARMONK NY 10504

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2017

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,676.156	D
Common Stock	4.144	I(1)	Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)	(2)	Common Stock	5,118	0.00(2)	D
Rst. Stock Unit	(3)	(3)	Common Stock	506	0.00	D
Rst. Stock Unit	(4)	(4)	Common Stock	2,646	0.00	D
Rst. Stock Unit	(5)	(5)	Common Stock	831	0.00	D
Rst. Stock Unit	(6)	(6)	Common Stock	2,759	0.00	D
Rst. Stock Unit	(7)	(7)	Common Stock	2,414	0.00	D
Rst. Stock Unit	(8)	(8)	Common Stock	295	0.00	I(1)	Spouse

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. Phantom stock units acquired under the IBM Excess 401(k) Plus Plan convert to the cash value of the company's common stock on a one-for-one basis, and distribution is deferred until separation from the company. The reporting person may transfer these phantom stock units into an alternative investment account under such plan.

3. These units are payable in cash or the company's common stock upon lapse of the restrictions on June 7, 2017.

4. These units are payable in cash or the company's common stock upon lapse of the restrictions on December 17, 2018.

5. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 277 of these units on June 8, 2017, for 277 of these units on June 8, 2018, and for 277 of these units on June 8, 2019.

6. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 689 of these units on June 1, 2017, for 690 of these units on June 1, 2018, for 690 of these units on June 1, 2019, and for 690 of these units on June 1, 2020.

7. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 603 of these units on June 8, 2017, for 603 of these units on June 8, 2018, for 603 of these units on June 8, 2019, and for 605 of these units on June 8, 2020.

8. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 147 of these units on July 1, 2018, and for 148 of these units on July 1, 2020.

Remarks:

	A. Gomes da Silva on behalf of R. F. Del Bene	01/27/2017
	** 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 5 (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).
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