BRISTOL MYERS SQUIBB CO — Director's Dealing 2012

Nov 2, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BRISTOL MYERS SQUIBB CO (BMY)
CIK: 0000014272
Period of Report: 2012-10-24

Reporting Person: Moed Samuel J (SVP, Strat Plan & Analysis)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.10 par value	9658.4640	Direct
Common Stock, $0.10 par value	300.0000	Indirect
Common Stock, $0.10 par value	300.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Market Share Units	$	2015-03-01	Common Stock, $0.10 par value (3522.0000)		Direct
Market Share Units	$	2014-03-02	Common Stock, $0.10 par value (2633.0000)		Direct
Market Share Units	$	2016-03-06	Common Stock, $0.10 par value (4172.0000)		Direct
Option (right to buy)	$17.5100	2019-03-02	Common Stock, $0.10 par value (31152.0000)		Direct
Option (right to buy)	$22.1400	2018-03-03	Common Stock, $0.10 par value (27938.0000)		Direct
Option (right to buy)	$22.7300	2016-03-06	Common Stock, $0.10 par value (16100.0000)		Direct
Option (right to buy)	$25.4500	2015-02-28	Common Stock, $0.10 par value (22000.0000)		Direct
Option (right to buy)	$27.0100	2017-03-05	Common Stock, $0.10 par value (19650.0000)		Direct
Option (right to buy)	$28.1100	2014-03-01	Common Stock, $0.10 par value (22000.0000)		Direct
Performance Shares	$	2013-03-31	Common Stock, $0.10 par value (7453.8600)		Direct
Performance Shares	$	2014-03-31	Common Stock, $0.10 par value (3465.2400)		Direct
Restricted Stock Units	$	2013-03-03	Common Stock, $0.10 par value (1936.0000)		Direct
Restricted Stock Units	$	2014-05-01	Common Stock, $0.10 par value (10000.0000)		Direct

Footnotes

F1: Shares held in custodial accounts for the benefit of Son #1 under the Uniform Transfer to Minors Act.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.

F3: 1,174 market share units will vest on each of March 1, 2013, March 1, 2014, and March 1, 2015.

F4: 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 vesting 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%.

F5: 1,316 market share units will vest on March 2, 2013, and 1,317 market share units will vest on March 2, 2014.

F6: Twenty-five percent of the market share unit award will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 6, 2013.

F7: 20,864 shares are currently exercisable. The remaining 10,288 shares will become exercisable on March 3, 2013.

F8: All of the shares are currently exercisable.

F9: Consists of 6,834 performance shares and 619.86 performance shares representing dividend equivalents earned under the 2010-2012 Long Term Performance Award.

F10: Each performance share converts into one share of common stock upon distribution in the first quarter of 2013.

F11: Consists of 3,252 performance shares and 213.24 performance shares representing dividend equivalents earned under the 2011-2013 Long Term Performance Award.

F12: Each performance share converts into one share of common stock upon distribution in the first quarter of 2014.

F13: These restricted stock units will vest on March 3, 2013.

F14: Each restricted stock unit converts into one share of common stock upon vesting.

F15: 5,000 restricted stock units will vest on each of May 1, 2013 and May 1, 2014.