SEC FORM 3

SEC Form 3

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^*

Moed Samuel J

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2012

3. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Strat Plan & Analysis

5. 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 Beneficially Owned
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	9,658.464	D
Common Stock, $0.10 par value	300	I	By Son #1⁽¹⁾
Common Stock, $0.10 par value	300	I	By Son #2⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Market Share Units	⁽³⁾	03/01/2015	Common Stock, $0.10 par value	3,522	⁽⁴⁾	D
Market Share Units	⁽⁵⁾	03/02/2014	Common Stock, $0.10 par value	2,633	⁽⁴⁾	D
Market Share Units	⁽⁶⁾	03/06/2016	Common Stock, $0.10 par value	4,172	⁽⁴⁾	D
Option (right to buy)	⁽⁷⁾	03/02/2019	Common Stock, $0.10 par value	31,152	$17.51	D
Option (right to buy)	⁽⁸⁾	03/03/2018	Common Stock, $0.10 par value	27,938	$22.14	D
Option (right to buy)	⁽⁸⁾	03/06/2016	Common Stock, $0.10 par value	16,100	$22.73	D
Option (right to buy)	⁽⁸⁾	02/28/2015	Common Stock, $0.10 par value	22,000	$25.45	D
Option (right to buy)	⁽⁸⁾	03/05/2017	Common Stock, $0.10 par value	19,650	$27.01	D
Option (right to buy)	⁽⁸⁾	03/01/2014	Common Stock, $0.10 par value	22,000	$28.11	D
Performance Shares	⁽⁹⁾	03/31/2013	Common Stock, $0.10 par value	7,453.86	⁽¹⁰⁾	D
Performance Shares	⁽¹¹⁾	03/31/2014	Common Stock, $0.10 par value	3,465.24	⁽¹²⁾	D
Restricted Stock Units	⁽¹³⁾	03/03/2013	Common Stock, $0.10 par value	1,936	⁽¹⁴⁾	D
Restricted Stock Units	⁽¹⁵⁾	05/01/2014	Common Stock, $0.10 par value	10,000	⁽¹⁴⁾	D

Explanation of Responses:

1. Shares held in custodial accounts for the benefit of Son #1 under the Uniform Transfer to Minors Act.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.

3. 1,174 market share units will vest on each of March 1, 2013, March 1, 2014, and March 1, 2015.

4. 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%.

5. 1,316 market share units will vest on March 2, 2013, and 1,317 market share units will vest on March 2, 2014.

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, starting on March 6, 2013.

7. 20,864 shares are currently exercisable. The remaining 10,288 shares will become exercisable on March 3, 2013.

8. All of the shares are currently exercisable.

9. Consists of 6,834 performance shares and 619.86 performance shares representing dividend equivalents earned under the 2010-2012 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 3,252 performance shares and 213.24 performance shares representing dividend equivalents earned under the 2011-2013 Long Term Performance Award.

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

13. These restricted stock units will vest on March 3, 2013.

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

15. 5,000 restricted stock units will vest on each of May 1, 2013 and May 1, 2014.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert J. Wollin, attorney-in-fact for Samuel J. Moed	11/02/2012
	** 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 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.
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