0000014272-19-000231.txt : 20191127 0000014272-19-000231.hdr.sgml : 20191127 20191127175608 ACCESSION NUMBER: 0000014272-19-000231 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: Elkins David V CENTRAL INDEX KEY: 0001451604 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01136 FILM NUMBER: 191259240 MAIL ADDRESS: STREET 1: C/O BECTON, DICKINSON AND COMPANY STREET 2: 1 BECTON DRIVE CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417 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_157489535031849.xml FORM 4 X0306 4 2019-11-20 0 0000014272 BRISTOL MYERS SQUIBB CO BMY 0001451604 Elkins David V 430 E. 29TH STREET 14TH FLOOR NEW YORK NY 10016 0 1 0 0 EVP, Chief Financial Officer Common Stock, $0.10 par value 2019-11-20 4 A 0 13908 0 A 13908 D Common Stock, $0.10 par value 2019-11-20 4 A 0 195 0 A 195 I 401K Option (right to buy) 48.49 2019-11-20 4 A 0 193277 0 A 2028-08-01 Common Stock, $0.10 par value 193277.0 193277 D Restricted Stock Units 2019-11-20 4 A 0 92805 0 A 2021-08-01 Common Stock, $0.10 par value 92805.0 92805 D Restricted Stock Units 2019-11-20 4 A 0 32995 0 A 2021-08-01 Common Stock, $0.10 par value 32995.0 32995 D Restricted Stock Units 2019-11-20 4 A 0 73735 0 A 2022-03-01 Common Stock, $0.10 par value 73735.0 73735 D Restricted Stock Units 2019-11-20 4 A 0 47400 0 A 2022-03-01 Common Stock, $0.10 par value 47400.0 47400 D 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. 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. Based on a plan statement as of the end of the most recent fiscal quarter. All of the shares are currently exercisable. Upon the Effective Time, 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. 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 August 1, 2019. 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 August 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 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. /s/ Lisa A. Atkins, attorney-in-fact for David V. Elkins 2019-11-27