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^*

Elicker John E

(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)
07/20/2012

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 Pub Affairs & Inv Relation

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	24,675.5	D

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	⁽¹⁾	03/01/2015	Common Stock, $0.10 par value	4,080	⁽²⁾	D
Market Share Units	⁽³⁾	03/02/2014	Common Stock, $0.10 par value	2,753	⁽²⁾	D
Market Share Units	⁽⁴⁾	03/06/2016	Common Stock, $0.10 par value	4,172	⁽²⁾	D
Option (right to buy)	⁽⁵⁾	03/02/2019	Common Stock, $0.10 par value	19,723	$17.51	D
Option (right to buy)	⁽⁶⁾	03/03/2018	Common Stock, $0.10 par value	7,377	$22.14	D
Option (right to buy)	⁽⁶⁾	03/05/2017	Common Stock, $0.10 par value	6,615	$27.01	D
Option (right to buy)	⁽⁶⁾	03/01/2014	Common Stock, $0.10 par value	16,875	$28.11	D
Performance Shares	⁽⁷⁾	03/31/2013	Common Stock, $0.10 par value	7,720.77	⁽⁸⁾	D
Performance Shares	⁽⁹⁾	03/31/2014	Common Stock, $0.10 par value	3,976.93	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	01/03/2017	Common Stock, $0.10 par value	2,852	⁽¹²⁾	D
Restricted Stock Units	⁽¹³⁾	03/03/2013	Common Stock, $0.10 par value	1,851	⁽¹²⁾	D
Restricted Stock Units	⁽¹⁴⁾	05/03/2014	Common Stock, $0.10 par value	3,017	⁽¹²⁾	D

Explanation of Responses:

1. 1,360 market share units will vest on each of March 1, 2013, March 1, 2014 and March 1, 2015.

2. 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%.

3. 1,376 market share units will vest on March 2, 2013 and 1,377 market share units will vest on March 2, 2014.

4. 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.

5. 9,882 shares are currently exercisable. The remaining 9,841 shares will become exercisable on March 3, 2013.

6. All of the shares are currently exercisable.

7. Consists of 7,145 performance shares and 575.77 performance shares representing dividend equivalents earned under the 2010-2012 Long Term Performance Award.

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

9. Consists of 3,767 performance shares and 209.93 performance shares representing dividend equivalents earned under the 2011-2013 Long Term Performance Award.

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

11. 952 restricted stock units will vest on January 3, 2015, and 950 restricted stock units will vest on each of January 3, 2016 and January 3, 2017.

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

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

14. 1,508 restricted stock units will vest on May 3, 2013 and 1,509 restricted stock units will vest on May 3, 2014.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John E. Elicker	07/26/2012
	** 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).
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