SEC Form 4 · accession 0000014272-15-000074
BRISTOL MYERS SQUIBB CO · BMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni Caforio
Officer — Chief Operating Officer · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 5:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000014272
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.10 par valueF1 | Mar 2, 2015 | M | 1,494 | $0.00 | A | 46,893 | D | |
| Common Stock, $0.10 par valueF2 | Mar 2, 2015 | J | 1,494 | $0.00 | A | 48,387 | D | |
| Common Stock, $0.10 par valueF3 | Mar 2, 2015 | F | 1,114 | $62.30 | D | 47,273 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF4,F1 | — | Mar 2, 2015 | M | 1,494 | D | — | Mar 31, 2015 | Common Stock, $0.10 par value | 1,494 | 0 | D |
Explanation of responses
- F1Represents vesting of one-quarter of market share units granted on March 1, 2011.
- F2Adjustment reflects additional shares acquired upon the vesting of market share units due to the performance factor.
- F3Shares withheld for payment of taxes upon vesting of awards.
- F4Each 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%.