SEC Form 4 · accession 0000014272-18-000121
BRISTOL MYERS SQUIBB CO · BMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni Caforio
Officer — Chairman and CEO · Director
Period of report
May 5, 2018
Accepted (ET)
May 8, 2018 · 5:05 pm EDT
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 | May 5, 2018 | M | 8,040 | $0.00 | A | 292,822 | D | |
| Common Stock, $0.10 par valueF2 | May 5, 2018 | J | 1,643 | $0.00 | D | 291,179 | D | |
| Common Stock, $0.10 par valueF3 | May 5, 2018 | F | 3,146 | $51.33 | D | 288,033 | 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 | — | May 5, 2018 | M | 8,040 | D | — | May 5, 2019 | Common Stock, $0.10 par value | 8,040 | 8,040 | D |
Explanation of responses
- F1Represents vesting of one-quarter of market share units granted on May 5, 2015.
- F2Represents a downward adjustment to the number of 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%.