Sec Form 4 Filing - Elkins David V @ BRISTOL MYERS SQUIBB CO - 2019-11-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Elkins David V 2. Issuer Name and Ticker or Trading Symbol BRISTOL MYERS SQUIBB CO [ BMY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) 430 E. 29TH STREET, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/20/2019 A 13,908 ( 1 ) ( 2 ) A $ 0 13,908 D Common Stock, $0.10 par value 11/20/2019 A 195 ( 3 ) A $ 0 195 I 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (right to buy) $ 48.49 11/20/2019 A 193,277 ( 4 ) 08/01/2028 Common Stock, $0.10 par value 193,277 $ 0 193,277 D Restricted Stock Units ( 5 ) ( 6 ) 11/20/2019 A 92,805 ( 5 )( 6 ) 08/01/2021 Common Stock, $0.10 par value 92,805 $ 0 92,805 D Restricted Stock Units ( 5 ) ( 7 ) ( 8 ) 11/20/2019 A 32,995 ( 5 )( 7 )( 8 ) 08/01/2021 Common Stock, $0.10 par value 32,995 $ 0 32,995 D Restricted Stock Units ( 5 ) ( 9 ) 11/20/2019 A 73,735 ( 5 )( 9 ) 03/01/2022 Common Stock, $0.10 par value 73,735 $ 0 73,735 D Restricted Stock Units ( 5 ) ( 7 ) ( 10 ) 11/20/2019 A 47,400 ( 5 )( 8 )( 10 ) 03/01/2022 Common Stock, $0.10 par value 47,400 $ 0 47,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elkins David V 430 E. 29TH STREET 14TH FLOOR NEW YORK, NY10016 EVP, Chief Financial Officer Signatures /s/ Lisa A. Atkins, attorney-in-fact for David V. Elkins 11/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 20, 2019 ("Closing Date"), Bristol-Myers Squibb Company ("BMS") completed the previously announced acquisition of Celgene Corporation ("Celgene") contemplated pursuant to the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 2, 2019, by and among BMS, Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), and Celgene. Under the Merger Agreement, Merger Sub merged with and into Celgene with Celgene surviving as a direct wholly owned subsidiary of BMS (the "Merger"). The transactions on this form were not reported in a timely manner due to an administrative delay in calculations surrounding the total Merger Consideration (defined below) received by the Reporting Person. ( 2 )Pursuant to the Merger, each outstanding share of Celgene common stock, par value $0.01 per share, was converted into the right to receive (x) $50 in cash, without interest, (y) one share of BMS common stock, par value $0.10 per share and (z) one tradeable contingent value right ( "CVR") per share or, with respect to equity awards (in some cases), per share underlying each such equity award ("Merger Consideration"). Each CVR will represent the right to receive $9.00 in cash upon Federal Drug Administration ("FDA") approval of a specified set of milestones, as set forth in the Contingent Value Rights Agreement, dated as of November 20, 2019, between BMS and Equiniti Trust Company, as trustee. ( 3 )Based on a plan statement as of the end of the most recent fiscal quarter. ( 4 )All of the shares are currently exercisable. Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement. ( 5 )Each restricted stock unit converts into one share of common stock upon vesting. ( 6 )The restricted stock unit vests in three equal annual installments beginning on August 1, 2019. ( 7 )In connection with the Merger, all outstanding Celgene performance share unit awards were assumed by BMS and converted into (A) a restricted unit award that settled in a number of shares of Common Stock equal to the product of (1) the number of Celgene common stock underlying such equity award immediately prior to the Merger (with such number of shares determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the end of the calendar quarter immediately preceding the quarter in which the Merger occurs, as determined by the Management Compensation and Development Committee of the board of directors of Celgene prior to the Merger Effective Time), multiplied by (2) the methodology and exchange ratio set forth in the Merger Agreement, and (B) the right to receive, immediately upon, and subject to, the vesting of such equity award, one CVR per share per share underlying each such equity award. ( 8 )The restricted stock unit vests in full on August 1, 2021, which is the end of the original performance period associated with the original Performance Share Unit award. ( 9 )The restricted stock unit vests in three equal annual installments beginning on March 1, 2020. ( 10 )The restricted stock unit vests in full on March 1, 2022, which is the end of the original performance period associated with the original Performance Share Unit award.

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