Statement of Changes in Beneficial Ownership (4)
June 15 2018 - 03:27PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
MARIO ERNEST
|
2. Issuer Name
and
Ticker or Trading Symbol
CELGENE CORP /DE/
[
CELG
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2018
|
(Street)
SUMMIT, NJ 07901
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
6/14/2018
|
|
M
|
|
300
|
A
|
$0
(1)
|
55704
|
D
|
|
Common Stock
|
6/15/2018
|
|
M
|
|
375
|
A
|
$0
(2)
|
56079
|
D
|
|
Common Stock
|
|
|
|
|
|
|
|
324
(3)
|
I
|
By Spouse
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
7. Title and Amount of Securities Underlying Derivative Security
(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
|
Restricted Stock Unit
|
(4)
|
6/13/2018
|
|
A
|
|
1454
|
|
(5)
|
(5)
|
Common Stock
|
1454
|
$0
(6)
|
1454
|
D
|
|
Stock Option (right to buy)
|
$77.38
|
6/13/2018
|
|
A
|
|
13266
|
|
(7)
|
6/13/2028
|
Common Stock
|
13266
|
$0
(8)
|
13266
|
D
|
|
Restricted Stock Unit
|
(1)
(4)
(9)
|
6/14/2018
|
|
M
|
|
|
300
|
(1)
|
(1)
|
Common Stock
|
300
|
$0
(6)
|
600
|
D
|
|
Restricted Stock Unit
|
(2)
(4)
(10)
|
6/15/2018
|
|
M
|
|
|
375
|
(2)
|
(2)
|
Common Stock
|
375
|
$0
(6)
|
375
|
D
|
|
Explanation of Responses:
|
(1)
|
One-third of the restricted stock units granted to the reporting person on June 14, 2017 vested and settled for shares of the Company's common stock.
|
(2)
|
One-third of the restricted stock units granted to the reporting person June 15, 2016 vested and settled for shares of the Company's common stock.
|
(3)
|
The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
|
(4)
|
Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
|
(5)
|
The restricted stock units will vest in three annual installments as follows: 484 shares on June 13, 2019; 485 shares on June 13, 2020; and 485 shares on June 13, 2021. Vested shares will be delivered to the reporting person promptly after the vesting date.
|
(6)
|
The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan.
|
(7)
|
Option is immediately exercisable and will vest on the earlier of June 13, 2019 or the day preceding the date of the next stockholder meeting.
|
(8)
|
The option was issued pursuant to the Company's 2017 Stock Incentive Plan.
|
(9)
|
The remainder of the restricted stock units will vest in two annual installments as follows: 300 shares on June 14, 2019 and 300 shares on June 14, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.
|
(10)
|
The remainder of the restricted stock units will vest on June 15, 2019. Vested shares will be delivered to the reporting person promptly after the vesting date.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
MARIO ERNEST
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
|
X
|
|
|
|
Signatures
|
/s/ Peter N. Kellogg, Attorney-in-Fact
|
|
6/15/2018
|
**
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.
|
Celgene (NASDAQ:CELG)
Historical Stock Chart
From Feb 2024 to Mar 2024
Celgene (NASDAQ:CELG)
Historical Stock Chart
From Mar 2023 to Mar 2024
Real-Time news about Celgene Corporation (NASDAQ): 0 recent articles
More Celgene Corp /de/ News Articles