BRISTOL MYERS SQUIBB CO — Director's Dealing 2018

May 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRISTOL MYERS SQUIBB CO (BMY)
CIK: 0000014272
Period of Report: 2018-05-05

Reporting Person: Caforio Giovanni (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-05	Common Stock, $0.10 par value	M	8040	—	Acquired	292822.333	Direct
2018-05-05	Common Stock, $0.10 par value	J	1643	—	Disposed	291179.333	Direct
2018-05-05	Common Stock, $0.10 par value	F	3146	$51.33	Disposed	288033.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-05	Market Share Units	$	M	8040	Disposed	2019-05-05	Common Stock, $0.10 par value (8040.0)	Direct

Footnotes

F1: Represents vesting of one-quarter of market share units granted on May 5, 2015.

F2: Represents a downward adjustment to the number of shares acquired upon the vesting of market share units due to the performance factor.

F3: Shares withheld for payment of taxes upon vesting of awards.

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 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%.