SEC Form 4 · accession 0000014272-19-000073
BRISTOL MYERS SQUIBB CO · BMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J. Lynch Jr.
Officer — EVP & Chief Scientific Officer
Period of report
Mar 10, 2019
Accepted (ET)
Mar 13, 2019 · 7:36 am 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 | Mar 10, 2019 | M | 5,864 | $0.00 | A | 21,343 | D | |
| Common Stock, $0.10 par valueF2 | Mar 10, 2019 | J | 1,387 | $0.00 | D | 19,956 | D | |
| Common Stock, $0.10 par valueF3 | Mar 10, 2019 | F | 2,383 | $51.39 | D | 17,573 | 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 10, 2019 | M | 5,864 | D | — | Mar 10, 2022 | Common Stock, $0.10 par value | 5,864 | 17,593 | D |
| Market Share UnitsF4,F5 | — | Mar 10, 2019 | A | 29,910 | A | — | Mar 10, 2023 | Common Stock, $0.10 par value | 29,910 | 29,910 | D |
| Performance SharesF6 | — | Mar 10, 2019 | A | 44,865 | A | — | Mar 10, 2022 | Common Stock, $0.10 par value | 44,865 | 44,865 | D |
Explanation of responses
- F1Represents vesting of one-quarter of market share units granted on March 10, 2018.
- 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%.
- F5Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date
- F6Each performance share converts into one share of common stock upon distribution in the first quarter of 2022.