0000014272-19-000225.txt : 20191127
0000014272-19-000225.hdr.sgml : 20191127
20191127174133
ACCESSION NUMBER: 0000014272-19-000225
CONFORMED SUBMISSION TYPE: 4/A
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: Haller Julia A
CENTRAL INDEX KEY: 0001656082
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01136
FILM NUMBER: 191259210
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/A
1
wf-form4a_157489447562015.xml
FORM 4/A
X0306
4/A
2019-11-20
2019-11-22
0
0000014272
BRISTOL MYERS SQUIBB CO
BMY
0001656082
Haller Julia A
430 E. 29TH STREET
14TH FLOOR
NEW YORK
NY
10016
1
0
0
0
Common Stock, $0.10 par value
2019-11-20
4
A
0
2409
0
A
2409
D
Option (right to buy)
62.86
2019-11-20
4
A
0
18700
0
A
2025-10-15
Common Stock, $0.10 par value
18700.0
18700
D
Option (right to buy)
53.76
2019-11-20
4
A
0
20460
0
A
2026-06-15
Common Stock, $0.10 par value
20460.0
20460
D
Option (right to buy)
64.73
2019-11-20
4
A
0
19635
0
A
2027-06-14
Common Stock, $0.10 par value
19635.0
19635
D
Option (right to buy)
41.61
2019-11-20
4
A
0
24674
0
A
2028-06-13
Common Stock, $0.10 par value
24674.0
24674
D
Restricted Stock Units
2019-11-20
4
A
0
558
0
A
2020-06-14
Common Stock, $0.10 par value
558.0
558
D
Restricted Stock Units
2019-11-20
4
A
0
1805
0
A
2021-06-13
Common Stock, $0.10 par value
1805.0
1805
D
Restricted Stock Units
2019-11-20
4
A
0
8847
0
A
2022-06-03
Common Stock, $0.10 par value
8847.0
8847
D
Total includes 200 shares held jointly with spouse in a brokerage account.
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"). Due to an administrative delay in calculations surrounding the total Merger Consideration (defined below) received by the Reporting Person, this Form 4 is being amended to report the correct number of securities beneficially owned by the Reporting Person.
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.
All of the shares are currently exercisable. Pursuant to the Merger, the 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.
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 June 14, 2018.
The restricted stock unit vests in three equal annual installments beginning on June 13, 2019.
The restricted stock unit vests in three equal annual installments beginning on June 3, 2020.
/s/ Lisa A. Atkins, attorney-in-fact for Julia Haller, M.D.
2019-11-27