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^*

Mily Elizabeth

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY

430 E. 29TH STREET, 14TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Strategy & BD

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

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, $0.10 par value	03/10/2023		M		4,005⁽¹⁾	A	$0	15,347	D
Common Stock, $0.10 par value	03/10/2023		J		657⁽²⁾	A	$0	16,004	D
Common Stock, $0.10 par value	03/10/2023		F		1,978⁽³⁾	D	$65.71	14,026	D
Common Stock, $0.10 par value	03/10/2023		M		3,658⁽⁴⁾	A	$0	17,684	D
Common Stock, $0.10 par value	03/10/2023		J		118⁽²⁾	A	$0	17,802	D
Common Stock, $0.10 par value	03/10/2023		F		1,602⁽³⁾	D	$65.71	16,200	D
Common Stock, $0.10 par value	03/10/2023		M		21,973⁽⁵⁾	A	$0	38,173	D
Common Stock, $0.10 par value	03/10/2023		J		2,683⁽⁶⁾	A	$0	40,856	D
Common Stock, $0.10 par value	03/10/2023		F		10,460⁽³⁾	D	$65.71	30,396	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)
Market Share Units	⁽⁷⁾	03/10/2023		M			4,005	⁽¹⁾	03/10/2025	Common Stock, $0.10 par value	4,005	$0	8,012	D
Market Share Units	⁽⁸⁾	03/10/2023		M			3,658	⁽⁴⁾	03/10/2026	Common Stock, $0.10 par value	3,658	$0	10,976	D
Market Share Units	⁽⁸⁾	03/10/2023		A		14,637		⁽⁹⁾	03/10/2027	Common Stock, $0.10 par value	14,637	$0	14,637	D
Performance Shares	⁽¹⁰⁾	03/10/2023		M			21,973	⁽¹⁰⁾	03/10/2023	Common Stock, $0.10 par value	21,973	$0	0	D
Performance Shares	⁽¹¹⁾	03/10/2023		A		21,956		⁽¹¹⁾	03/10/2026	Common Stock, $0.10 par value	21,956	$0	21,956	D

Explanation of Responses:

1. Represents vesting of one-quarter of market share units granted on March 10, 2021.

2. Adjustment reflects additional shares acquired upon the vesting of market share units due to the performance factor.

3. Shares withheld for payment of taxes upon vesting of awards.

4. Represents vesting of one-quarter of market share units granted on March 10, 2022.

5. Amount represents distribution of performance shares earned under the 2020-2022 Long-Term Performance Award.

6. Adjustment to Award based on the performance factor applied in accordance with the terms of the Award and certification of performance results by the Board.

7. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.

8. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%.

9. Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date.

10. Each performance share converts into one share of common stock upon distribution in the first quarter of 2023, subject to a Total Shareholder Return.

11. Each performance share converts into one share of common stock upon distribution in the first quarter of 2026.

Remarks:

	/s/ Lisa A. Atkins, attorney-in-fact for Elizabeth Mily	03/14/2023
	** 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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