0000014272-20-000034.txt : 20200103
0000014272-20-000034.hdr.sgml : 20200103
20200103203718
ACCESSION NUMBER: 0000014272-20-000034
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191120
FILED AS OF DATE: 20200103
DATE AS OF CHANGE: 20200103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AHMED NADIM
CENTRAL INDEX KEY: 0001731193
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01136
FILM NUMBER: 20507821
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_157810181956331.xml
FORM 4/A
X0306
4/A
2019-11-20
2019-11-27
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
14946
0
A
2020-12-31
Common Stock, $0.10 par value
14946.0
14946
D
Restricted Stock Units
2019-11-20
4
A
0
33183
0
A
2021-12-31
Common Stock, $0.10 par value
33183.0
33183
D
In connection with the merger, all outstanding Celgene Corporation(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 underlying each such equity award.
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 as well as the correct expiration date for a few of the awards.
Each restricted stock unit converts into one share of common stock upon vesting.
The restricted stock unit vests in full on December 31, 2020, which is the end of the original performance period associated with the original Performance Share Unit award.
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.
The restricted stock unit vests in full on December 31, 2021, 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
2020-01-03