Sec Form 3 Filing - Whitehurst James M @ INTERNATIONAL BUSINESS MACHINES CORP - 2020-12-15

FORM 3 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 Whitehurst James M 2. Issuer Name and Ticker or Trading Symbol INTERNATIONAL BUSINESS MACHINES CORP [ IBM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) IBM CORPORATION, ONE NEW ORCHARD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) ARMONK, NY10504 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 148,606.423 D Rst. Stock Award 9,375 ( 1 ) D Rst. Stock Award 13,054 ( 2 ) D Rst. Stock Award 21,004 ( 3 ) D Rst. Stock Award 14,918 ( 3 ) D Rst. Stock Award 53,593 ( 4 ) 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 Rst. Stock Unit $ 0 ( 5 ) ( 5 ) Common Stock 31,254 D Perf. Share Unit $ 0 ( 6 ) ( 6 ) Common Stock 34,377 D Rst. Stock Unit $ 0 ( 7 ) ( 7 ) Common Stock 110,671 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Whitehurst James M IBM CORPORATION ONE NEW ORCHARD ROAD ARMONK, NY10504 President Signatures D. Condrea on behalf of J. M. Whitehurst 12/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon lapse of the restrictions, the Restricted Stock Award is payable in cash or the company's common stock. The restrictions lapse for 3,125 of these shares on January 16, 2021, for 3,125 of these shares on April 16, 2021, and for 3,125 of these shares on July 16, 2021. ( 2 )Upon lapse of the restrictions, the Restricted Stock Award is payable in cash or the company's common stock. The restrictions lapse for 1,865 of these shares on January 16, 2021, for 1,865 of these shares on April 16, 2021, for 1,865 of these shares on July 16, 2021, for 1,865 of these shares on October 16, 2021, for 1,864 of these shares on January 16, 2022, for 1,865 of these shares on April 16, 2022, and for 1,865 of these shares on July 16, 2022. ( 3 )The Restricted Stock Award is payable in cash or the company's common stock upon lapse of the restrictions on May 15, 2021. ( 4 )Upon lapse of the restrictions, the Restricted Stock Award is payable in cash or the company's common stock. The restrictions lapse for 26,796 of these shares on May 16, 2021, and for 26,797 of these shares on May 16, 2022. ( 5 )Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 7,813 of these units on June 8, 2021, for 7,813 of these units on June 8, 2022, for 7,813 of these units on June 8, 2023, and 7,815 of these units on June 8, 2024. ( 6 )These units are payable in cash or the company's common stock upon lapse of the restrictions on July 31, 2021. ( 7 )Upon lapse of the restrictions, these units are payable in cash or the company's common stock. The restrictions lapse for 36,890 of these units on July 9, 2022, and for 73,781 of these units on July 9, 2023.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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