FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/19/2011 |
3. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.10 par value | 38,818.018 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Market Share Units | (1) | 03/01/2015 | Common Stock, $0.10 par value | 5,975 | (2) | D | |
Market Share Units | (3) | 03/02/2014 | Common Stock, $0.10 par value | 3,591 | (2) | D | |
Option (right to buy) | (4) | 03/02/2019 | Common Stock, $0.10 par value | 39,363 | $17.51 | D | |
Option (right to buy) | (5) | 03/06/2016 | Common Stock, $0.10 par value | 20,125 | $22.89 | D | |
Option (right to buy) | (6) | 03/03/2018 | Common Stock, $0.10 par value | 28,840 | $23.12 | D | |
Option (right to buy) | (5) | 03/04/2013 | Common Stock, $0.10 par value | 30,458 | $23.177 | D | |
Option (right to buy) | (5) | 02/28/2015 | Common Stock, $0.10 par value | 21,333 | $25.45 | D | |
Option (right to buy) | (5) | 03/05/2017 | Common Stock, $0.10 par value | 21,615 | $27.01 | D | |
Option (right to buy) | (5) | 03/01/2014 | Common Stock, $0.10 par value | 22,500 | $28.67 | D | |
Option (right to buy) | (5) | 03/04/2012 | Common Stock, $0.10 par value | 19,000 | $48.075 | D | |
Performance Shares | (7) | 03/31/2012 | Common Stock, $0.10 par value | 5,669 | (8) | D | |
Performance Shares | (9) | 03/31/2013 | Common Stock, $0.10 par value | 3,077 | (8) | D | |
Restricted Stock Units | (10) | 01/03/2015 | Common Stock, $0.10 par value | 30,000 | (11) | D | |
Restricted Stock Units | (12) | 03/03/2013 | Common Stock, $0.10 par value | 3,702 | (11) | D | |
Restricted Stock Units | (13) | 03/04/2012 | Common Stock, $0.10 par value | 1,517 | (11) | D |
Explanation of Responses: |
1. Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the award date, starting on March 1, 2012, and upon vesting will be converted into shares of common stock based on a performance factor. |
2. Each market share unit converts into the number of shares of common stock based on a ratio of the Company's stock price on the vesting date (a 10-day average closing price) divided by the stock price on the grant date (also a 10-day average). |
3. 3,591 market share units will vest on each of March 2, 2012, March 2, 2013, and March 2, 2014 and upon vesting will be converted into shares of common stock based on a performance factor. |
4. 19,681 shares are currently exercisable. One-half of the remaining 19,682 shares will become exercisable on each of March 3, 2012 and March 3, 2013. |
5. All of the shares are currently exercisable. |
6. 21,630 shares are currently exercisable. The remaining 7,210 shares will become exercisable on March 4, 2012. |
7. Consists of performance shares earned under the 2009-2011 Long-Term Performance Award with a payout during the first quarter of 2012. |
8. Each performance share converts into one share of common stock upon payout. |
9. Consists of 2,861 performance shares and 216 performance shares representing dividend equivalents earned under the 2010-2012 Long Term Performance Award with a payout during the first quarter of 2013. |
10. 7,500 restricted stock units will vest on each of January 3, 2012, January 3, 2013, January 3, 2014, and January 3, 2015 and upon vesting will be converted into shares of common stock. |
11. Each restricted stock unit converts into one share of common stock upon vesting. |
12. 1,851 restricted stock units will vest on each of March 3, 2012 and March 3, 2013 and upon vesting will be converted into shares of common stock. |
13. These restricted stock units will vest on March 4, 2012 and upon vesting will be converted into shares of common stock. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Giovanni Caforio | 10/27/2011 | |
** 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 5 (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. |