BRISTOL MYERS SQUIBB CO — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRISTOL MYERS SQUIBB CO (BMY)
CIK: 0000014272
Period of Report: 2012-03-01

Reporting Person: Cuss Francis M (SVP Research)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock, $0.10 par value	M	3702.0000	$0.0000	Acquired	99573.8200	Direct
2012-03-01	Common Stock, $0.10 par value	J	1003.0000	$0.0000	Acquired	100576.8200	Direct
2012-03-01	Common Stock, $0.10 par value	F	1711.0000	$32.6400	Disposed	98865.8200	Direct
2012-03-02	Common Stock, $0.10 par value	M	4130.0000	$0.0000	Acquired	102995.8200	Direct
2012-03-02	Common Stock, $0.10 par value	J	1324.0000	$0.0000	Acquired	104319.8200	Direct
2012-03-02	Common Stock, $0.10 par value	F	1983.0000	$32.5900	Disposed	102336.8200	Direct
2012-03-03	Common Stock, $0.10 par value	M	3753.0000	$0.0000	Acquired	106089.8200	Direct
2012-03-03	Common Stock, $0.10 par value	F	1365.0000	$32.5900	Disposed	104724.8200	Direct
2012-03-04	Common Stock, $0.10 par value	M	3039.0000	$0.0000	Acquired	107763.8200	Direct
2012-03-04	Common Stock, $0.10 par value	F	1105.0000	$32.5900	Disposed	106658.8200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Market Share Units	$	M	3702.0000	Disposed		Common Stock, $0.10 par value (3702.0000)	Direct
2012-03-02	Market Share Units	$	M	4130.0000	Disposed		Common Stock, $0.10 par value (4130.0000)	Direct
2012-03-03	Restricted Stock Units	$	M	3753.0000	Disposed	2013-03-03	Common Stock, $0.10 par value (3753.0000)	Direct
2012-03-04	Restricted Stock Units	$	M	3039.0000	Disposed	2012-03-04	Common Stock, $0.10 par value (3039.0000)	Direct

Footnotes

F1: Represents vesting of one-quarter of market share units granted on March 1, 2011. The balance of the award is scheduled to vest in three equal installments on the second, third, and fourth anniversaries of the grant date.

F2: Adjustment reflects additional shares acquired upon the vesting of market share units due to the performance factor.

F3: Shares withheld for payment of taxes upon vesting of market share units.

F4: Represents vesting of one-quarter of market share units granted on March 2, 2010. The balance of the award is scheduled to vest in two equal installments on the third and fourth anniversaries of the grant date.

F5: Represents vesting of one-quarter of restricted stock units granted on March 3, 2009. The balance of the award is scheduled to vest on the fourth anniversary of the grant date.

F6: Shares withheld for payment of taxes upon vesting of restricted stock units.

F7: Represents vesting of one-quarter of restricted stock units granted on March 4, 2008. The award has fully vested.

F8: 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%.

F9: Represents an aggregate of the derivative securities beneficially owned under the awards granted on March 2, 2010 and March 1, 2011.

F10: Each restricted stock unit converts into one share of common stock upon vesting.