Form 4 BRISTOL MYERS SQUIBB CO For: Mar 10 Filed by: Lynch Thomas J. Jr.

March 13, 2019 7:37 AM
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *
Lynch Thomas J. Jr.

(Last) (First) (Middle)
430 E. 29TH STREET, 14 FLOOR


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock, $0.10 par value 03/10/2019 M 5,864 (1) A $ 0 21,342.964 D
Common Stock, $0.10 par value 03/10/2019 J 1,387 (2) D $ 0 19,955.964 D
Common Stock, $0.10 par value 03/10/2019 F 2,383 (3) D $ 51.39 17,572.964 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units (4) 03/10/2019 M 5,864 (1) 03/10/2022 (1) Common Stock, $0.10 par value 5,864.00 $ 0 17,593 D
Market Share Units (4) 03/10/2019 A 29,910 (5) 03/10/2023 (5) Common Stock, $0.10 par value 29,910.00 $ 0 29,910 D
Performance Shares (6) 03/10/2019 A 44,865 (6) 03/10/2022 (6) Common Stock, $0.10 par value 44,865.00 $ 0 44,865 D
Explanation of Responses:
1. Represents vesting of one-quarter of market share units granted on March 10, 2018.
2. Represents a downward adjustment to the number of 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. 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%.
5. Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date
6. Each performance share converts into one share of common stock upon distribution in the first quarter of 2022.
/s/ Lisa A. Atkins, attorney-in-fact for Thomas J. Lynch, Jr. M.D. 03/13/2019
** 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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