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^*

Thomas Robert David

(Last)

(First)

(Middle)

IBM CORPORATION

ONE NEW ORCHARD ROAD

(Street)

ARMONK

10504

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2023

3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BUSINESS MACHINES CORP [ IBM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

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	33,482.301	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)
Rst. Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	36,782	$0.00	D
Rst. Stock Unit	⁽²⁾	⁽²⁾	Common Stock	3,673	$0.00	D
Rst. Stock Unit	⁽³⁾	⁽³⁾	Common Stock	6,885	$0.00	D
Rst. Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	7,887	$0.00	D
Rst. Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	12,463	$0.00	D
Emp. Stock Option (right to buy)	02/21/2023⁽⁶⁾	02/20/2032⁽⁶⁾	Common Stock	73,583	$124.51	D
Emp. Stock Option (right to buy)	02/21/2024⁽⁷⁾	02/20/2033⁽⁷⁾	Common Stock	74,758	$133	D
Phantom Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	5	⁽⁸⁾	D

Explanation of Responses:

1. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 22,068 of these units on Feb 11, 2024, and for 14,714 of these units on Feb 11, 2025.

2. These units are payable in cash or the company's common stock upon lapse of the restrictions on June 8, 2024.

3. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 3,442 of these units on June 8, 2024, and for 3,443 of these units on June 8, 2025.

4. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 2,628 of these units on Feb 21, 2024, for 2,628 of these units on Feb 21, 2025, and for 2,631 of these units on Feb 21, 2026.

5. Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 3,115 of these units on Feb 21, 2024, for 3,116 of these units on Feb 21, 2025, for 3,116 of these units on Feb 21, 2026, and for 3,116 of these units on Feb 21, 2027.

6. These derivative securities vest in four equal annual installments; the most recent vesting occurred on the date exercisable shown above. All expire on the expiration date shown above.

7. These derivative securities vest in four equal annual installments, the first vesting being on the date exercisable shown above. All expire on the expiration date shown above.

8. Phantom stock units acquired under the IBM Excess 401(k) Plus Plan convert to the cash value of the company's common stock on a one-for-one basis, and distribution is deferred until separation from the company. The reporting person may transfer some of these phantom stock units into an alternative investment account under such plan.

Remarks:

	L. Lalli on behalf of Robert Thomas	12/19/2023
	** 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.
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.