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^*

DANIELS BRIAN

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY

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 Global Dev & Med Affairs

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012

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	03/01/2012		M		3,702⁽¹⁾	A	$0.0000	42,269	D
Common Stock, $0.10 par value	03/01/2012		J		1,003⁽²⁾	A	$0.0000	43,272	D
Common Stock, $0.10 par value	03/01/2012		F		1,711⁽³⁾	D	$32.64	41,561	D
Common Stock, $0.10 par value	03/02/2012		M		3,813⁽⁴⁾	A	$0.0000	45,374	D
Common Stock, $0.10 par value	03/02/2012		J		1,222⁽²⁾	A	$0.0000	46,596	D
Common Stock, $0.10 par value	03/02/2012		F		1,831⁽³⁾	D	$32.59	44,765	D
Common Stock, $0.10 par value	03/03/2012		M		2,691⁽⁵⁾	A	$0.0000	47,456	D
Common Stock, $0.10 par value	03/03/2012		F		979⁽⁶⁾	D	$32.59	46,477	D
Common Stock, $0.10 par value	03/04/2012		M		1,870⁽⁷⁾	A	$0.0000	48,347	D
Common Stock, $0.10 par value	03/04/2012		F		680⁽⁶⁾	D	$32.59	47,667	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	⁽⁸⁾	03/01/2012		M			3,702	⁽¹⁾	⁽¹⁾	Common Stock, $0.10 par value	3,702	$0.0000	22,547⁽⁹⁾	D
Market Share Units	⁽⁸⁾	03/02/2012		M			3,813	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.10 par value	3,813	$0.0000	18,734⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	03/03/2012		M			2,691	⁽⁵⁾	⁽⁵⁾	Common Stock, $0.10 par value	2,691	$0.0000	5,382	D
Restricted Stock Units	$0.0000⁽¹⁰⁾	03/04/2012		M			1,870	03/04/2011⁽⁷⁾	⁽⁷⁾	Common Stock, $0.10 par value	1,870	$0.0000	1,870	D

Explanation of Responses:

1. Represents vesting of one-quarter of market share units granted on March 1, 2011. The balance of the award is scheduled to vest in three equal installments on the second, third, and fourth anniversaries of the grant date.

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 market share units.

4. Represents vesting of one-quarter of market share units granted on March 2, 2010. The balance of the award is scheduled to vest in two equal installments on the third and fourth anniversaries of the grant date.

5. Represents vesting of one-third of restricted stock units granted on March 3, 2009. The balance of the award is scheduled to vest in two equal installments on the fourth and fifth anniversaries of the grant date.

6. Shares withheld for payment of taxes upon vesting of restricted stock units.

7. Represents vesting of one-third of restricted stock units granted on March 4, 2008. The balance of the award is scheduled to vest on the fifth anniversary of the grant date.

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 vesting 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%.

9. Represents an aggregate of the derivative securities beneficially owned under the awards granted on March 2, 2010 and March 1, 2011.

10. Each restricted stock unit converts into one share of common stock upon vesting.

	/s/ Robert J. Wollin, attorney-in-fact for Brian Daniels	03/05/2012
	** 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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