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^*

Celentano John E

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(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)
	SVP HR Public Affairs & Philan

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011

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	03/01/2011		M		42,972⁽¹⁾	A	$0.0000	121,558	D
Common Stock, $0.10 par value	03/01/2011		F		5,629⁽²⁾	D	$0.0000	115,929	D
Common Stock, $0.10 par value	03/01/2011		F		7,485⁽³⁾	D	$0.0000	108,444	D
Common Stock, $0.10 par value								3,616.29⁽⁴⁾	I	By BMY Savings & Investment Program

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	⁽⁵⁾	03/01/2011		A		12,960		⁽⁶⁾	⁽⁶⁾	Common Stock, $0.10 par value	12,960	$0.0000	26,939	D
Performance Shares	⁽⁷⁾	03/01/2011		A		12,939⁽¹⁾		⁽⁷⁾	⁽⁷⁾	Common Stock, $0.10 par value	12,939	$0.0000	52,490	D
Performance Shares	⁽⁸⁾	03/01/2011		A		8,545⁽⁹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, $0.10 par value	8,545	$0.0000	61,035	D
Performance Shares	⁽¹⁰⁾	03/01/2011		A		8,355⁽¹¹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, $0.10 par value	8,355	$0.0000	69,390	D
Performance Shares	⁽¹²⁾	03/01/2011		J		426.93⁽¹²⁾		⁽¹²⁾	⁽¹²⁾	Common Stock, $0.10 par value	426.93	$0.0000	69,816.93	D
Performance Shares	⁽⁷⁾	03/01/2011		M			42,972⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.10 par value	42,972	$0.0000	26,844.93	D

Explanation of Responses:

1. Consists of performance shares earned under the 2008-2010 Regular Long-Term Performance Award and the 2008-2010 Special Long-Term Performance Award.

2. Shares withheld for payment of taxes upon payout of the 2008-2010 regular long-term performance award.

3. Shares withheld for payment of taxes upon payout of the 2008-2010 special long-term performance award.

4. Based on a plan statement as of the end of the most recent fiscal quarter.

5. Each market share unit converts into the number of shares of common stock based on the average of the closing share price of the company's common stock on the vesting date and the nine trading days immediately preceding the vesting date.

6. 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 and will be converted into shares of common stock based on a performance factor.

7. Each performance share converts into one share of common stock upon distribution in the first quarter of 2011.

8. Each performance share converts into one share of common stock upon distribution in the first quarter of 2012.

9. Consists of performance shares earned under the 2009-2011 Long-Term Performance Award.

10. Each performance share converts into one share of common stock upon distribution in the first quarter of 2013.

11. Consists of performance shares earned under the 2010-2012 Long-Term Performance Award.

12. Shares represent dividend equivalents earned under the 2010-2012 regular performance share unit award and will convert into one share of common stock upon payout in the first quarter of 2013.

	/s/ Sonia Vora, Attorney-in-Fact	03/03/2011
	** 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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