Upgrade to SI Premium - Free Trial

Form 4 BRISTOL MYERS SQUIBB CO For: Nov 20 Filed by: Elkins David V

November 27, 2019 5:58 PM
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
OMB APPROVAL
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 *
Elkins David V
(Last) (First) (Middle)
430 E. 29TH STREET
14TH FLOOR
(Street)
NEW YORK NY 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, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2019
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 11/20/2019 A 13,908 (1) (2) A $ 0 13,908 D
Common Stock, $0.10 par value 11/20/2019 A 195 (3) A $ 0 195 I 401K
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
Option (right to buy) $ 48.49 11/20/2019 A 193,277 (4) 08/01/2028 Common Stock, $0.10 par value 193,277.00 $ 0 193,277 D
Restricted Stock Units (5) (6) 11/20/2019 A 92,805 (5) (6) 08/01/2021 Common Stock, $0.10 par value 92,805.00 $ 0 92,805 D
Restricted Stock Units (5) (7) (8) 11/20/2019 A 32,995 (5) (7) (8) 08/01/2021 Common Stock, $0.10 par value 32,995.00 $ 0 32,995 D
Restricted Stock Units (5) (9) 11/20/2019 A 73,735 (5) (9) 03/01/2022 Common Stock, $0.10 par value 73,735.00 $ 0 73,735 D
Restricted Stock Units (5) (7) (10) 11/20/2019 A 47,400 (5) (8) (10) 03/01/2022 Common Stock, $0.10 par value 47,400.00 $ 0 47,400 D
Explanation of Responses:
1. 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.
2. 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.
3. Based on a plan statement as of the end of the most recent fiscal quarter.
4. 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.
5. Each restricted stock unit converts into one share of common stock upon vesting.
6. The restricted stock unit vests in three equal annual installments beginning on August 1, 2019.
7. 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.
8. 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.
9. The restricted stock unit vests in three equal annual installments beginning on March 1, 2020.
10. 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 11/27/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Categories

SEC Filings