Sec Form 4 Filing - Elkins David V @ BRISTOL MYERS SQUIBB CO - 2019-12-31

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) 12/31/2019 (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 12/31/2019 M 12,373 ( 1 ) ( 2 ) A $ 0 26,281 D Common Stock, $0.10 par value 12/31/2019 F 6,094 ( 3 ) D $ 64.19 20,187 D Common Stock, $0.10 par value 195 ( 4 ) 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 Restricted Stock Units ( 5 ) 12/31/2019 M 12,373 ( 2 ) ( 2 ) 12/31/2019( 2 ) Common Stock, $0.10 par value 12,373 $ 0 0 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 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the merger, all outstanding Celgene Corporation (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 underlying each such equity award. ( 2 )The restricted stock unit vests in full on December 31, 2019, which is the end of the original performance period associated with the original Performance Share Unit award. ( 3 )Shares withheld for payment of taxes upon vesting of awards. ( 4 )Based on a plan statement as of the end of the third quarter. ( 5 )Each restricted stock unit converts into one share of common stock upon vesting.

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 4(b)(v).

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