SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAVANAUGH JAMES J

(Last)

(First)

(Middle)

IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK

10504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [ IBM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2024		M		3,380	A	$0.00	118,656.6704	D
Common Stock	02/21/2024		F		1,694	D	$180.87	116,962.6704	D
Common Stock	02/21/2024		M		3,574	A	$0.00	120,536.6704	D
Common Stock	02/21/2024		F		1,791	D	$180.87	118,745.6704	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Rst. Stock Unit	$0.00⁽¹⁾	02/21/2024		A⁽¹⁾		11,508		⁽¹⁾	⁽¹⁾	Common Stock	11,508	$0.00	11,508	D
Emp. Stock Option (right to buy)	$180.87	02/21/2024		A		57,538		02/21/2025⁽²⁾	02/20/2034⁽²⁾	Common Stock	57,538	$0.00	57,538	D
Rst. Stock Unit	$0.00⁽³⁾	02/21/2024		M⁽⁴⁾			3,380	⁽³⁾	⁽³⁾	Common Stock	3,380	$0.00	6,760	D
Rst. Stock Unit	$0.00⁽³⁾	02/21/2024		M⁽⁴⁾			3,574	⁽³⁾	⁽³⁾	Common Stock	3,574	$0.00	10,725	D

Explanation of Responses:

1. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,877 of these units on February 21, 2025, 2,877 of these units on February 21, 2026, 2,877 of these units on February 21, 2027, and 2,877 of these units on February 21, 2028.

2. These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown. All expire on the expiration date shown above.

3. These units were payable in cash or the company's common stock upon the lapse of the restrictions on the transaction date shown.

4. Release of restricted stock units.

Remarks:

	L. Mallardi on behalf of J. J. Kavanaugh	02/23/2024
	** 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 4 (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).
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