0000014272-19-000213.txt : 20191127
0000014272-19-000213.hdr.sgml : 20191127
20191127173144
ACCESSION NUMBER: 0000014272-19-000213
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191120
FILED AS OF DATE: 20191127
DATE AS OF CHANGE: 20191127
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AHMED NADIM
CENTRAL INDEX KEY: 0001731193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01136
FILM NUMBER: 191259190
MAIL ADDRESS:
STREET 1: C/O CELGENE CORPORATION
STREET 2: 86 MORRIS AVENUE
CITY: SUMMIT
STATE: NJ
ZIP: 07901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO
CENTRAL INDEX KEY: 0000014272
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 220790350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 430 E. 29TH STREET
STREET 2: 14 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 2125464000
MAIL ADDRESS:
STREET 1: 430 E. 29TH STREET
STREET 2: 14 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
FORMER COMPANY:
FORMER CONFORMED NAME: BRISTOL MYERS CO
DATE OF NAME CHANGE: 19891012
4
1
wf-form4_157489387998406.xml
FORM 4
X0306
4
2019-11-20
0
0000014272
BRISTOL MYERS SQUIBB CO
BMY
0001731193
AHMED NADIM
430 E. 29TH STREET
14TH FLOOR
NEW YORK
NY
10016
0
1
0
0
President, Hematology
Restricted Stock Units
2019-11-20
4
A
0
4650
0
A
2020-10-30
Common Stock, $0.10 par value
4650.0
4650
D
Restricted Stock Units
2019-11-20
4
A
0
14945
0
A
2021-03-01
Common Stock, $0.10 par value
14945.0
14945
D
Restricted Stock Units
2019-11-20
4
A
0
9965
0
A
2021-05-08
Common Stock, $0.10 par value
9965.0
9965
D
Restricted Stock Units
2019-11-20
4
A
0
6228
0
A
2022-02-04
Common Stock, $0.10 par value
6228.0
6228
D
Restricted Stock Units
2019-11-20
4
A
0
51614
0
A
2022-03-01
Common Stock, $0.10 par value
51614.0
51614
D
Restricted Stock Units
2019-11-20
4
A
0
33182
0
A
2022-03-01
Common Stock, $0.10 par value
33182.0
33182
D
Each restricted stock unit converts into one share of common stock upon vesting.
The restricted stock unit vests in three equal annual installments beginning on October 30, 2018.
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.
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.
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.
The restricted stock unit vests in three equal annual installments beginning on May 8, 2019.
The restricted stock unit vests in three equal annual installments beginning on February 4, 2020.
The restricted stock unit vests in three equal annual installments beginning on March 1, 2020.
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.
TWO OF TWO (2 OF 2) FORM 4s BEING FILED TO REPORT TRANSACTIONS OCCURRING ON NOVEMBER 20, 2019.
/s/ Lisa A. Atkins, attorney-in-fact for Nadim Ahmed
2019-11-27