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^*

Cazala Beatrice J

(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)
	EVP Commercial Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2013

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	03/07/2013		M		100,000	A	$24.74	307,542.93	D
Common Stock, $0.10 par value	03/07/2013		M		56,180⁽¹⁾	A	$0.0000	363,722.93	D
Common Stock, $0.10 par value	03/07/2013		M		9,386⁽²⁾	A	$0.0000	373,108.93	D
Common Stock, $0.10 par value	03/07/2013		M		7,323⁽³⁾	A	$0.0000	380,431.93	D
Common Stock, $0.10 par value	03/07/2013		M		6,789⁽⁴⁾	A	$0.0000	387,220.93	D
Common Stock, $0.10 par value	03/07/2013		J		4,131⁽⁵⁾	A	$0.0000	391,351.93	D
Common Stock, $0.10 par value	03/07/2013		J		3,353⁽⁵⁾	A	$0.0000	394,704.93	D
Common Stock, $0.10 par value	03/07/2013		J		1,012⁽⁵⁾	A	$0.0000	395,716.93	D
Common Stock, $0.10 par value	03/07/2013		F		4,322⁽⁶⁾	D	$37.53	391,394.93	D
Common Stock, $0.10 par value	03/07/2013		F		5,259⁽⁶⁾	D	$37.53	386,135.93	D
Common Stock, $0.10 par value	03/07/2013		F		7,009⁽⁶⁾	D	$37.53	379,126.93	D
Common Stock, $0.10 par value	03/07/2013		F		29,132⁽⁷⁾	D	$37.53	349,994.93	D
Common Stock, $0.10 par value	03/07/2013		S		83,750⁽⁸⁾	D	$37.61⁽⁸⁾	266,244.93	D
Common Stock, $0.10 par value								3,714.96⁽⁹⁾	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	⁽¹⁰⁾	03/07/2013		M			6,789	⁽⁴⁾	⁽⁴⁾	Common Stock, $0.10 par value	6,789	$0.0000	34,947⁽¹¹⁾	D
Market Share Units	⁽¹⁰⁾	03/07/2013		M			9,386	⁽²⁾	⁽²⁾	Common Stock, $0.10 par value	9,386	$0.0000	25,561⁽¹¹⁾	D
Market Share Units	⁽¹⁰⁾	03/07/2013		M			7,323	⁽³⁾	03/06/2016⁽³⁾	Common Stock, $0.10 par value	7,323	$0.0000	21,970	D
Option (right to buy)	$24.74	03/07/2013		M			100,000⁽¹²⁾	⁽¹²⁾	11/30/2016	Common Stock, $0.10 par value	100,000	$0.0000	0.0000	D
Performance Shares	⁽¹³⁾	03/07/2013		A		16,327⁽¹⁴⁾		⁽¹³⁾	⁽¹³⁾	Common Stock, $0.10 par value	16,327	$0.0000	54,023.4655	D
Performance Shares	⁽¹⁵⁾	03/07/2013		J		2,156.5345⁽¹⁶⁾		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock, $0.10 par value	2,156.5345	$0.0000	56,180	D
Performance Shares	⁽¹³⁾	03/07/2013		M			56,180⁽¹⁾	⁽¹³⁾	⁽¹³⁾	Common Stock, $0.10 par value	56,180	$0.0000	0.0000	D
Performance Shares	⁽¹⁷⁾	03/07/2013		A		22,326⁽¹⁸⁾		⁽¹⁷⁾	03/31/2014⁽¹⁷⁾	Common Stock, $0.10 par value	22,326	$0.0000	49,497	D
Performance Shares	⁽¹⁹⁾	03/07/2013		J		1,975.6888⁽²⁰⁾		⁽¹⁹⁾	03/31/2014⁽¹⁹⁾	Common Stock, $0.10 par value	1,975.6888	$0.0000	51,472.6888	D
Performance Shares	⁽²¹⁾	03/07/2013		A		17,610⁽²²⁾		⁽²¹⁾	03/31/2015⁽²¹⁾	Common Stock, $0.10 par value	17,610	$0.0000	17,610	D
Performance Shares	⁽²³⁾	03/07/2013		J		702.909⁽²⁴⁾		⁽²³⁾	03/31/2015⁽²³⁾	Common Stock, $0.10 par value	702.909	$0.0000	18,312.909	D

Explanation of Responses:

1. Represents distribution of performance shares earned under the 2010-2012 Long-Term Performance Award.

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

3. Represents vesting of one-quarter of market share units granted on March 6, 2012. The balance of the award is scheduled to vest in three equal installments on the second, third, and fourth anniversaries of the grant date.

4. Represents vesting of one-quarter of market share units granted on March 2, 2010. The balance of the award is scheduled to vest on the fourth anniversary of the grant date.

5. Adjustment reflects additional shares acquired upon the vesting of market share units due to the performance factor.

6. Shares withheld for payment of taxes upon vesting of market share units.

7. Shares withheld for payment of taxes upon distribution of the 2010-2012 Long-Term Performance Award.

8. Shares sold to cover exercise price and taxes in accordance with broker's procedures for sell-to-cover transactions upon exercise of an option. The price reported reflects the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $37.60 to $37.64, inclusive. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

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

10. 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 measurement 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%.

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

12. One-third of the stock option award vested on each of the third, fourth, and fifth anniversaries of the grant date, which was December 1, 2006.

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

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

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

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

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

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

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

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

21. Each performance share converts into one share of common stock upon distribution in the first quarter of 2015.

22. Represents performance shares earned under the 2012-2014 Long-Term Performance Award.

23. Each dividend equivalent converts into one share of common stock upon distribution in the first quarter of 2015.

24. Represents dividend equivalents earned under the 2012-2014 Long-Term Performance Award.

	/s/ Robert J. Wollin, attorney-in-fact for Beatrice J. Cazala	03/11/2013
	** 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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