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

OMB APPROVAL

OMB Number:			3235-0287
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^*

LEUNG SANDRA

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2012

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	03/06/2012		M		49,989⁽¹⁾	A	$0.0000	159,976	D
Common Stock, $0.10 par value	03/06/2012		M		3,400⁽²⁾	A	$0.0000	163,376	D
Common Stock, $0.10 par value	03/06/2012		F		1,572⁽³⁾	D	$32.33	161,804	D
Common Stock, $0.10 par value	03/06/2012		F		22,856⁽⁴⁾	D	$32.33	138,948	D
Common Stock, $0.10 par value								5,076.9⁽⁵⁾	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	⁽⁶⁾	03/06/2012		A		22,293		⁽⁷⁾	03/06/2016⁽⁷⁾	Common Stock, $0.10 par value	22,293	$0.0000	22,293	D
Performance Shares	⁽⁸⁾	03/06/2012		A		20,600⁽⁹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, $0.10 par value	20,600	$0.0000	71,246.47⁽¹⁰⁾	D
Performance Shares	⁽¹¹⁾	03/06/2012		A		17,824⁽¹²⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock, $0.10 par value	17,824	$0.0000	89,070.47⁽¹⁰⁾	D
Performance Shares	⁽¹³⁾	03/06/2012		J		1,754.2936⁽¹⁴⁾		⁽¹³⁾	⁽¹³⁾	Common Stock, $0.10 par value	1,754.2936	$0.0000	90,824.7636⁽¹⁰⁾	D
Performance Shares	⁽¹¹⁾	03/06/2012		M			49,989⁽¹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock, $0.10 par value	49,989	$0.0000	40,835.7636⁽¹⁵⁾	D
Performance Shares	⁽¹⁶⁾	03/06/2012		A		20,549⁽¹⁷⁾		⁽¹⁶⁾	03/31/2014⁽¹⁶⁾	Common Stock, $0.10 par value	20,549	$0.0000	20,549	D
Performance Shares	⁽¹⁸⁾	03/06/2012		J		923⁽¹⁹⁾		⁽¹⁸⁾	03/31/2014⁽¹⁸⁾	Common Stock, $0.10 par value	923	$0.0000	21,472	D
Restricted Stock Units	$0.0000⁽²⁰⁾	03/06/2012		M			3,400	03/06/2010⁽²⁾	⁽²⁾	Common Stock, $0.10 par value	3,400	$0.0000	0.0000	D

Explanation of Responses:

1. Represents distribution of performance shares earned under the 2009-2011 Long-Term Performance Award.

2. Represents vesting of one-third of restricted stock units granted on March 6, 2007. This award has fully vested.

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

4. Shares withheld for payment of taxes upon distribution of the 2009-2011 Long-Term Performance Award.

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

6. 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%.

7. 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.

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

9. Represents performance shares earned under the 2010-2012 Long-Term Performance Award.

10. This amount represents an aggregate of the derivative securities beneficially owned under the 2009-2011 and 2010-2012 Long-Term Performance Awards.

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

12. Represents performance shares earned under the 2009-2011 Long-Term Performance Award.

13. Each dividend equivalent converts into one share of common stock upon distribution in the first quarter of 2013.

14. Represents dividend equivalents earned under the 2010-2012 Long Term Performance Award.

15. This amount represents an aggregate of the derivative securities beneficially owned under the 2010-2012 Long-Term Performance Award only.

16. Each performance share converts into one share of common stock upon distribution in the first quarter of 2014.

17. Represents performance shares earned under the 2011-2013 Long-Term Performance Award.

18. Each dividend equivalent converts into one share of common stock upon distribution in the first quarter of 2014.

19. Represents dividend equivalents earned under the 2011-2013 Long-Term Performance Award.

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

	/s/ Robert J. Wollin, attorney-in-fact for Sandra Leung	03/08/2012
	** 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).
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.