SEC Form 4 · accession 0000014272-16-000285
BRISTOL MYERS SQUIBB CO · BMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lamberto Andreotti
Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 4:31 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 | Feb 4, 2016 | M | 29,240 | $0.00 | A | 339,664 | D | |
| Common Stock, $0.10 par valueF2 | Feb 4, 2016 | J | 29,240 | $0.00 | A | 368,904 | D | |
| Common Stock, $0.10 par valueF3 | Feb 4, 2016 | F | 30,268 | $59.70 | D | 338,636 | D | |
| Common Stock, $0.10 par valueF1 | Feb 4, 2016 | M | 55,227 | $0.00 | A | 393,863 | D | |
| Common Stock, $0.10 par valueF2 | Feb 4, 2016 | J | 43,237 | $0.00 | A | 437,100 | D | |
| Common Stock, $0.10 par valueF3 | Feb 4, 2016 | F | 54,993 | $59.70 | D | 382,107 | D | |
| Common Stock, $0.10 par valueF1 | Feb 4, 2016 | M | 63,713 | $0.00 | A | 445,820 | D | |
| Common Stock, $0.10 par valueF2 | Feb 4, 2016 | J | 13,092 | $0.00 | A | 458,912 | D | |
| Common Stock, $0.10 par valueF3 | Feb 4, 2016 | F | 42,858 | $59.70 | D | 416,054 | D | |
| Common Stock, $0.10 par value | holding | — | — | — | 100,000 | I | 2015 Trust |
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 | — | Feb 4, 2016 | M | 29,240 | D | — | Feb 4, 2016 | Common Stock, $0.10 par value | 29,240 | 0 | D |
| Market Share UnitsF4,F1 | — | Feb 4, 2016 | M | 55,227 | D | — | Feb 4, 2016 | Common Stock, $0.10 par value | 55,227 | 0 | D |
| Market Share UnitsF4,F1 | — | Feb 4, 2016 | M | 63,713 | D | — | Feb 4, 2016 | Common Stock, $0.10 par value | 63,713 | 0 | D |
Explanation of responses
- F1These market share units vested in connection with the reporting person's retirement as the Company's Chief Executive Officer as of August 3, 2015. However, the reporting person was not entitled to receipt of the shares underlying this portion of the original award until the 409A deferral period lapsed on February 4, 2016.
- 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%.