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 OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or

Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Curran Terrie

CELGENE CORP /DE/ [ CELG ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

C/O CELGENE CORPORATION, 86

10/31/2019

SEE REMARKS

MORRIS AVENUE

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

SUMMIT, NJ 07901

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

10/31/2019

M

3281

A

$0 (1)(2)

5436

D

Common Stock

10/31/2019

F

1123

D

$108.03

4313

D

Common Stock

926

I

401(k)

Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Securities Acquired

Derivative Security

Security

Securities

Form of

Beneficial

Price of

(A) or Disposed of

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(D)

Owned

Security:

(Instr. 4)

Security

(Instr. 3, 4 and 5)

Following

Direct (D)

Reported

or Indirect

Date

Expiration

Amount or

Title

Transaction(s)

(I) (Instr.

Number of

Code

V

(A)

(D)

Exercisable

Date

Shares

(Instr. 4)

4)

Restricted Stock

(1)(2)

10/31/2019

M

3281

(1)

(1)

Common

3281

$0 (3)

0

D

Unit

Stock

Explanation of Responses:

  1. The restricted stock units granted to the reporting person on October 31, 2016 have vested and settled for shares of the Company's common stock.
  2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  3. The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).

Remarks:

PRESIDENT, GLOBAL INFLAMMATION AND IMMUNOLOGY

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Curran Terrie

C/O CELGENE CORPORATION

SEE REMARKS

86 MORRIS AVENUE

SUMMIT, NJ 07901

Signatures

/s/ Jonathan Biller, Attorney-in-Fact

11/4/2019

**Signature of Reporting Person

Date

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 control number.

Attachments

  • Original document
  • Permalink

Disclaimer

Celgene Corporation published this content on 04 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2019 21:39:09 UTC