SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gallman Cari

(Last)

(First)

(Middle)

BRISTOL-MYERS SQUIBB COMPANY

ROUTE 206 AND PROVINCE LINE ROAD

(Street)

PRINCETON

08543

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2023

3. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Corporate Affairs

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value	206	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	08/01/2026	Common Stock, $0.10 par value	3,183	⁽²⁾	D
Market Share Units	⁽³⁾	03/10/2024	Common Stock, $0.10 par value	318	⁽⁴⁾	D
Market Share Units	⁽⁵⁾	03/10/2025	Common Stock, $0.10 par value	698	⁽⁴⁾	D
Market Share Units	⁽⁶⁾	03/10/2026	Common Stock, $0.10 par value	2,732	⁽⁷⁾	D
Market Share Units	⁽⁸⁾	03/10/2027	Common Stock, $0.10 par value	3,468	⁽⁷⁾	D
Performance Shares	⁽⁹⁾	03/10/2024	Common Stock, $0.10 par value	2,094	⁽⁹⁾	D
Performance Shares	⁽¹⁰⁾	03/10/2025	Common Stock, $0.10 par value	5,462	⁽¹⁰⁾	D
Performance Shares	⁽¹¹⁾	03/10/2026	Common Stock, $0.10 par value	5,201	⁽¹¹⁾	D

Explanation of Responses:

1. These restricted stock units vest in three equal installments beginning on August 1, 2024.

2. Each restricted stock unit converts into one share of common stock upon vesting.

3. These market share units will vest on March 10, 2024.

4. 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%.

5. One-half of these market share units will vest on each of March 10, 2024 and March 10, 2025.

6. One-third of these market share units will vest on each of March 10, 2024, March 10, 2025, and March 10, 2026.

7. 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%.

8. Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 10, 2024.

9. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2024.

10. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2025.

11. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026.

Remarks:

EXHIBIT LIST: EX-24 Exhibit 24 - Cari Gallman, GRAPHIC Exhibit 24 - Cari Gallman

	/s/ Lisa A. Atkins, attorney-in-fact for Cari Gallman	10/04/2023
	** 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 5 (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).
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