Insider filing report for Changes in Beneficial Ownership
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FORM 3
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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
)Shares held in a family trust, where reporting person is a beneficiary. ( 2 )All of the shares are currently exercisable. Pursuant to the Company's acquisition of Celgene Corporation, effective November 19, 2019, the 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. ( 3 )These restricted stock units will vest on December 2, 2023. ( 4 )Each restricted stock unit converts into one share of common stock upon vesting. ( 5 )These market share units will vest on March 10, 2024. ( 6 )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%. ( 7 )One-half of these market share units will vest on each of March 10, 2024 and March 10, 2025. ( 8 )One-third of these market share units will vest on each of March 10, 2024, March 10, 2025, and March 10, 2026. ( 9 )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 80% and the maximum payout factor is 225%. ( a>10 )Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 10, 2024. ( 11 )Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2024, subject to a Total Shareholder Return. ( 12 )Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2025, subject to a Total Shareholder Return. ( 13 )Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2026, subject to a Total Shareholder Return. |
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). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.