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)
03/06/2012

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	211,771.58	D
Common Stock, $0.10 par value	03/06/2012		M		3,594⁽²⁾	A	$0.0000	215,365.58	D
Common Stock, $0.10 par value	03/06/2012		F		1,696⁽³⁾	D	$32.33	213,669.58	D
Common Stock, $0.10 par value	03/06/2012		F		23,376⁽⁴⁾	D	$32.33	190,293.58	D
Common Stock, $0.10 par value	03/07/2012		M		4,027⁽⁵⁾	A	$0.0000	194,320.58	D
Common Stock, $0.10 par value	03/07/2012		F		2,102⁽³⁾	D	$32.48	192,218.58	D
Common Stock, $0.10 par value								3,569.82⁽⁶⁾	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	⁽⁷⁾	03/06/2012		A		29,293		⁽⁸⁾	03/06/2016⁽⁸⁾	Common Stock, $0.10 par value	29,293	$0.0000	29,293	D
Performance Shares	⁽⁹⁾	03/06/2012		A		19,015⁽¹⁰⁾		⁽⁹⁾	⁽⁹⁾	Common Stock, $0.10 par value	19,015	$0.0000	68,240.38⁽¹¹⁾	D
Performance Shares	⁽¹²⁾	03/06/2012		A		17,824⁽¹³⁾		⁽¹²⁾	⁽¹²⁾	Common Stock, $0.10 par value	17,824	$0.0000	86,064.38⁽¹¹⁾	D
Performance Shares	⁽¹⁴⁾	03/06/2012		J		1,621.0855⁽¹⁵⁾		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock, $0.10 par value	1,621.0855	$0.0000	87,685.4655⁽¹¹⁾	D
Performance Shares	⁽¹²⁾	03/06/2012		M			49,989⁽¹⁾	⁽¹²⁾	⁽¹²⁾	Common Stock, $0.10 par value	49,989	$0.0000	37,696.4655⁽¹⁶⁾	D
Performance Shares	⁽¹⁷⁾	03/06/2012		A		26,003⁽¹⁸⁾		⁽¹⁷⁾	03/31/2014⁽¹⁷⁾	Common Stock, $0.10 par value	26,003	$0.0000	26,003	D
Performance Shares	⁽¹⁹⁾	03/06/2012		J		1,168⁽²⁰⁾		⁽¹⁹⁾	03/31/2014⁽¹⁹⁾	Common Stock, $0.10 par value	1,168	$0.0000	27,171	D
Restricted Stock Units	⁽²¹⁾	03/06/2012		M			3,594	⁽²⁾	⁽²⁾	Common Stock, $0.10 par value	3,594	$0.0000	27,199⁽²²⁾	D
Restricted Stock Units	⁽²¹⁾	03/07/2012		M			4,027	⁽⁵⁾	⁽⁵⁾	Common Stock, $0.10 par value	4,027	$0.0000	23,172⁽²³⁾	D

Explanation of Responses:

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

2. Represents vesting of one-quarter of restricted stock units granted on March 6, 2009. The balance of the award is scheduled to vest on the fourth anniversary of the grant date.

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. Represents vesting of one-quarter of restricted stock units granted on March 7, 2008. This award has fully vested.

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

7. 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%.

8. 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.

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

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

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

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

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

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

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

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

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

22. Represents an aggregate of the derivative securities beneficially owned under the awards granted on March 7, 2008, March 6, 2009, and March 1, 2011.

23. Represents an aggregate of the derivative securities beneficially owned under the awards granted on March 6, 2009 and March 1, 2011.

	/s/ Robert J. Wollin, attorney-in-fact for Beatrice J. Cazala	03/08/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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