Santiago Karen Murphy Form 3 BRISTOL MYERS SQUIBB / Karen Murphy Santiago 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^*

Santiago Karen Murphy

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
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, $0.10 par value	403	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Market Share Units	⁽¹⁾	03/10/2018	Common Stock, $0.10 par value	333	⁽²⁾	D
Market Share Units	⁽³⁾	03/10/2019	Common Stock, $0.10 par value	551	⁽²⁾	D
Market Share Units	⁽⁴⁾	03/10/2020	Common Stock, $0.10 par value	1,062	⁽²⁾	D
Market Share Units	⁽⁵⁾	03/10/2021	Common Stock, $0.10 par value	1,641	⁽²⁾	D
Performance Shares	⁽⁶⁾	03/10/2018	Common Stock, $0.10 par value	2,760.4	⁽⁶⁾	D
Performance Shares	⁽⁷⁾	03/10/2019	Common Stock, $0.10 par value	2,123	⁽⁷⁾	D
Performance Shares	⁽⁸⁾	03/10/2020	Common Stock, $0.10 par value	2,461	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	09/01/2020	Common Stock, $0.10 par value	1,924	⁽¹⁰⁾	D

Explanation of Responses:

1. These market share units will vest on March 10, 2018.

2. 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%.

3. One-half of these market share units will vest on each of March 10, 2018 and March 10, 2019.

4. One-third of these market share units will vest on each of March 10, 2018, March 10, 2019, and March 10, 2020.

5. Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 10, 2018.

6. Each performance share converts into one share of common stock upon distribution in the first quarter of 2018, subject to a Total Shareholder Return modifier.

7. Each performance share converts into one share of common stock upon distribution in the first quarter of 2019.

8. Each performance share converts into one share of common stock upon distribution in the first quarter of 2020.

9. The restricted stock units vest in three equal annual installments beginning on September 1, 2018.

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

Remarks:

EXHIBIT LIST: EX-24 Exhibit 24 - Karen M. Santiago Power of Attorney

	/s/ Lisa A. Atkins, attorney-in-fact for Karen M. Santiago	02/21/2018
	** 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).
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.

Santiago Karen Murphy Form 3BRISTOL MYERS SQUIBB / Karen Murphy Santiago ownership change