SVP and Controller Holzer Phil M converted options into 7,140 shares, disposed of 2,113 shares and covered exercise/tax liability with 1,820 shares, increasing direct ownership by 27% to 14,967 units (SEC Form 4)
$BMY
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.10 par value | 03/10/2025 | M | 701(1) | A | $0 | 12,461 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | J | 48(2) | D | $0 | 12,413 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | F | 237(3) | D | $63.11 | 12,176 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | M | 810(4) | A | $0 | 12,986 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | J | 141(2) | D | $0 | 12,845 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | F | 242(3) | D | $63.11 | 12,603 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | M | 768(5) | A | $0 | 13,371 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | J | 131(2) | D | $0 | 13,240 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | F | 231(3) | D | $63.11 | 13,009 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | M | 4,861(6) | A | $0 | 17,870 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | J | 1,793(7) | D | $0 | 16,077 | D | |||
| Common Stock, $0.10 par value | 03/10/2025 | F | 1,110(3) | D | $63.11 | 14,967 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Market Share Units | (8) | 03/10/2025 | M | 701 | (1) | 03/10/2025 | Common Stock, $0.10 par value | 701 | $0 | 0 | D | ||||
| Market Share Units | (9) | 03/10/2025 | M | 810 | (4) | 03/10/2026 | Common Stock, $0.10 par value | 810 | $0 | 811 | D | ||||
| Market Share Units | (9) | 03/10/2025 | M | 768 | (5) | 03/10/2027 | Common Stock, $0.10 par value | 768 | $0 | 1,539 | D | ||||
| Market Share Units | (10) | 03/10/2025 | A | 4,912 | (11) | 03/10/2028 | Common Stock, $0.10 par value | 4,912 | $0 | 4,912 | D | ||||
| Performance Shares | (12) | 03/10/2025 | M | 4,861 | (6) | 03/10/2025 | Common Stock, $0.10 par value | 4,861 | $0 | 0 | D | ||||
| Performance Shares | (13) | 03/10/2025 | A | 7,368 | (13) | 03/10/2028 | Common Stock, $0.10 par value | 7,368 | $0 | 7,368 | D | ||||
| Explanation of Responses: |
| 1. Represents vesting of one-quarter of market share units granted on March 10, 2021. |
| 2. Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor. |
| 3. Shares withheld for payment of taxes upon vesting of awards. |
| 4. Represents vesting of one-quarter of market share units granted on March 10, 2022. |
| 5. Represents vesting of one-quarter of market share units granted on March 10, 2023. |
| 6. Amount represents distribution of performance shares earned under the 2022-2024 Long-Term Performance Award. |
| 7. Adjustment to award based on the performance factor applied in accordance with the terms of the award and certification of performance results by the Board. |
| 8. Each 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%. |
| 9. Each 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 80% and the maximum payout factor is 225%. |
| 10. Each 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 the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout. |
| 11. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board. |
| 12. Each performance share converted into one share of common stock upon distribution in the first quarter of 2025 in accordance with the terms of the award and certification of performance results by the Board. |
| 13. Each performance share converts into one share of common stock upon distribution in the first quarter of 2028, subject to certification of performance results by the Board. |
| Remarks: |
| /s/ Lisa A. Atkins, attorney-in-fact for Phil M. Holzer | 03/12/2025 | |
| ** 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 4 (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. | ||