Celgene : VESSEY RUPERT

FORM 4

[X] 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

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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)

VESSEY RUPERT

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

11/20/2019

PRES., RESEARCH AND EARLY DEV.

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

11/20/2019

A

8634

A

$0 (1)

22812

D

Common Stock

11/20/2019

A

13906

A

$0 (1)

36718

D

Common Stock

11/20/2019

A

24209

A

$0 (1)

60927

D

Common Stock

11/20/2019

D

60927

D

$0 (2)

0

D

Common Stock

11/20/2019

D

613

D

$0 (2)

0

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

Transaction(s)

(I) (Instr.

Title

Number of

Exercisable

Date

(Instr. 4)

4)

Code

V

(A)

(D)

Shares

Stock Option

$118.57

11/20/2019

D

19142

(3)(4)

2/2/2025

Common

19142

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$109.90

11/20/2019

D

3125

(3)(4)

5/4/2025

Common

3125

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$132.56

11/20/2019

D

3125

(3)(4)

7/27/2025

Common

3125

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$114.08

11/20/2019

D

3125

(3)(4)

11/9/2025

Common

3125

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$100.80

11/20/2019

D

2344

(3)(4)

2/1/2026

Common

2344

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$104.97

11/20/2019

D

9680

(3)(4)

5/2/2026

Common

9680

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$114.69

11/20/2019

D

12906

(3)(4)

8/1/2026

Common

12906

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$102.18

11/20/2019

D

31210

(3)(4)

10/31/2026

Common

31210

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$113.18

11/20/2019

D

12906

(3)(4)

1/30/2027

Common

12906

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$124.06

11/20/2019

D

11384

(3)(4)

5/1/2027

Common

11384

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$135.41

11/20/2019

D

11384

(3)(4)

7/31/2027

Common

11384

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$100.97

11/20/2019

D

26308

(3)(4)

10/30/2027

Common

26308

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$103.26

11/20/2019

D

11384

(3)(4)

1/29/2028

Common

11384

$0 (4)

0

D

(right to buy)

Stock

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

Transaction(s)

(I) (Instr.

Title

Number of

Exercisable

Date

(Instr. 4)

4)

Code

V

(A)

(D)

Shares

Stock Option

$83.13

11/20/2019

D

18257

(3)(4)

5/8/2028

Common

18257

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$88.91

11/20/2019

D

18257

(3)(4)

7/30/2028

Common

18257

$0 (4)

0

D

(right to buy)

Stock

Stock Option

$71.43

11/20/2019

D

18257

(3)(4)

10/29/2028

Common

18257

$0 (4)

0

D

(right to buy)

Stock

Restricted Stock

$0

(5)

11/20/2019

D

5756

(6)

(6)

Common

5756

$0 (6)

0

D

Unit

Stock

Restricted Stock

$0

(5)

11/20/2019

D

3120

(6)

(6)

Common

3120

$0 (6)

0

D

Unit

Stock

Restricted Stock

$0

(5)

11/20/2019

D

9271

(6)

(6)

Common

9271

$0 (6)

0

D

Unit

Stock

Restricted Stock

$0

(5)

11/20/2019

D

5794

(6)

(6)

Common

5794

$0 (6)

0

D

Unit

Stock

Restricted Stock

$0

(5)

11/20/2019

D

37660

(6)

(6)

Common

37660

$0 (6)

0

D

Unit

Stock

Explanation of Responses:

1. Represents shares of Celgene common stock acquired in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS. These shares were deemed acquired upon satisfaction of performance criteria applicable to Celgene performance-based restricted stock units at the effective time of such merger (the "Effective Time"). In accordance with the Merger Agreement, these performance-based restricted stock units were assumed by BMS and converted into service-based restricted stock units relating to BMS common stock and contingent value rights ("CVRs") in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
2. Reflects disposition in connection with the Merger Agreement. Upon the Effective Time, each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one CVR issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company.
3. This option was fully exercisable.
4. Upon the Effective Time, these 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.
5. Each restricted stock unit represents a contingent right to receive one share of Celgene common stock.
6. Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director 10% Owner Officer	Other

VESSEY RUPERT

C/O CELGENE CORPORATIONPRES., RESEARCH AND EARLY DEV. 86 MORRIS AVENUE

SUMMIT, NJ 07901

Signatures
/s/ Jonathan Biller, Attorney-in-Fact	11/22/2019
**Signature of Reporting Person		Date

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