Sec Form 4 Filing - Celentano John E @ BRISTOL MYERS SQUIBB CO - 2012-03-06

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 Celentano John E 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) SVP HR Public Affairs & Philan (Last) (First) (Middle) BRISTOL-MYERS SQUIBB COMPANY, 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2012 (Street) NEW YORK, NY10154 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 03/06/2012 M 28,073 ( 1 ) A $ 0 149,037 D Common Stock, $0.10 par value 03/06/2012 M 4,257 ( 2 ) A $ 0 153,294 D Common Stock, $0.10 par value 03/06/2012 F 1,683 ( 3 ) D $ 32.33 151,611 D Common Stock, $0.10 par value 03/06/2012 F 9,469 ( 4 ) D $ 32.33 142,142 D

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 Market Share Units ( 5 ) 03/06/2012 A 10,593 ( 6 ) 03/06/2016( 6 ) Common Stock, $0.10 par value 10,593 $ 0 10,593 D Performance Shares ( 7 ) 03/06/2012 A 10,010 ( 8 ) ( 7 ) ( 7 ) Common Stock, $0.10 par value 10,010 $ 0 36,854.93 ( 9 ) D Performance Shares ( 10 ) 03/06/2012 A 9,789 ( 11 ) ( 10 ) ( 10 ) Common Stock, $0.10 par value 9,789 $ 0 46,643.93 ( 9 ) D Performance Shares ( 12 ) 03/06/2012 J 833.6523 ( 13 ) ( 12 ) ( 12 ) Common Stock, $0.10 par value 833.6523 $ 0 47,477.5823 ( 9 ) D Performance Shares ( 7 ) 03/06/2012 M 28,073 ( 1 ) ( 7 ) ( 7 ) Common Stock, $0.10 par value 28,073 $ 0 19,404.5823 ( 14 ) D Performance Shares ( 15 ) 03/06/2012 A 8,975 ( 16 ) ( 15 ) 03/31/2014( 15 ) Common Stock, $0.10 par value 8,975 $ 0 8,975 D Performance Shares ( 17 ) 03/06/2012 J 403 ( 18 ) ( 17 ) 03/31/2014( 17 ) Common Stock, $0.10 par value 403 $ 0 9,378 D Restricted Stock Units $ 0 ( 19 ) 03/06/2012 M 4,257 03/06/2010( 2 ) ( 2 ) Common Stock, $0.10 par value 4,257 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Celentano John E BRISTOL-MYERS SQUIBB COMPANY 345 PARK AVENUE NEW YORK, NY10154 SVP HR Public Affairs & Philan Signatures /s/ Robert J. Wollin, attorney-in-fact for John E. Celentano 03/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents distribution of performance shares earned under the 2009-2011 Long-Term Performance Award. ( 2 )Represents vesting of one-third of restricted stock units granted on March 6, 2007. This award has fully vested. ( 3 )Shares withheld for payment of taxes upon vesting of restricted stock units. ( 4 )Shares withheld for payment of taxes upon distribution of the 2009-2011 Long-Term Performance Award. ( 5 )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%. ( 6 )Twenty-five percent of the market share unit award will vest on each of the first, second, third and fourth anniversaries of the grant date. ( 7 )Each performance share converts into one share of common stock upon distribution in the first quarter of 2012. ( 8 )Represents performance shares earned under the 2009-2011 Long-Term Performance Award. ( 9 )This amount represents an aggregate of the derivative securities beneficially owned under the 2009-2011 and 2010-2012 Long-Term Performance Awards. ( 10 )Each performance share converts into one share of common stock upon distribution in the first quarter of 2013. ( 11 )Represents performance shares earned under the 2010-2012 Long Term Performance Award. ( 12 )Each dividend equivalent converts into one share of common stock upon distribution in the first quarter of 2013. ( 13 )Represents dividend equivalents earned under the 2010-2012 Long Term Performance Award. ( 14 )This amount represents an aggregate of the derivative securities beneficially owned under the 2010-2012 Long-Term Performance Award only. ( 15 )Each performance share converts into one share of common stock upon distribution in the first quarter of 2014. ( 16 )Represents performance shares earned under the 2011-2013 Long-Term Performance Award. ( 17 )Each dividend equivalent converts into one share of common stock upon distribution in the first quarter of 2014. ( 18 )Represents dividend equivalents earned under the 2011-2013 Long-Term Performance Award. ( 19 )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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