FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Biller Jonathan

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/3/2018 

3. Issuer Name and Ticker or Trading Symbol

CELGENE CORP /DE/ [CELG]

(Last)        (First)        (Middle)

C/O CELGENE CORPORATION, 86 MORRIS AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP and General Counsel /

(Street)

SUMMIT, NJ 07901       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2146   D  
 
Common stock   282   I   401(k)  
Common Stock   400   I   Spouse   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (2) (3) 10/28/2023   Common Stock   1564   $78.12   D  
 
Stock Option (right to buy)     (2) (3) 12/2/2023   Common Stock   726   $81.56   D  
 
Stock Option (right to buy)     (2) (3) 2/3/2024   Common Stock   1564   $74.30   D  
 
Stock Option (right to buy)     (3) (4) 7/28/2024   Common Stock   1563   $87.64   D  
 
Stock Option (right to buy)     (3) (5) 10/27/2024   Common Stock   1563   $103.10   D  
 
Stock Option (right to buy)     (3) (6) 12/19/2024   Common Stock   3500   $117.18   D  
 
Stock Option (right to buy)     (3) (7) 2/2/2025   Common Stock   3125   $118.57   D  
 
Stock Option (right to buy)     (3) (8) 5/4/2025   Common Stock   3125   $109.90   D  
 
Stock Option (right to buy)     (3) (9) 7/27/2025   Common Stock   3125   $132.56   D  
 
Stock Option (right to buy)     (3) (10) 11/9/2025   Common Stock   3125   $114.08   D  
 
Stock Option (right to buy)     (3) (11) 2/1/2026   Common Stock   2344   $100.80   D  
 
Stock Option (right to buy)     (3) (12) 5/2/2026   Common Stock   2344   $104.97   D  
 
Stock Option (right to buy)     (3) (13) 8/1/2026   Common Stock   3125   $114.69   D  
 
Stock Option (right to buy)     (3) (14) 10/31/2026   Common Stock   6250   $102.18   D  
 
Stock Option (right to buy)     (3) (15) 1/30/2027   Common Stock   6250   $113.18   D  
 
Stock Option (right to buy)     (3) (16) 5/1/2027   Common Stock   3125   $124.06   D  
 
Stock Option (right to buy)     (3) (17) 7/31/2027   Common Stock   3125   $135.41   D  
 
Stock Option (right to buy)     (3) (18) 10/30/2027   Common Stock   3438   $100.97   D  
 
Stock Option (right to buy)     (3) (19) 1/29/2028   Common Stock   3437   $103.26   D  
 
Stock Option (right to buy)     (3) (20) 5/8/2028   Common Stock   4688   $83.13   D  
 
Restricted Stock Unit     (21)   (21) Common Stock   1900     (22) (23) D  
 
Restricted Stock Unit     (24)   (24) Common Stock   1563     (22) (23) D  
 
Restricted Stock Unit     (25)   (25) Common Stock   3125     (22) (23) D  
 
Restricted Stock Unit     (26)   (26) Common Stock   1563     (22) (23) D  
 
Restricted Stock Unit     (27)   (27) Common Stock   6719     (22) (23) D  
 

Explanation of Responses:
(1)  The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)  The option is immediately exercisable and fully vested.
(3)  The option was issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).
(4)  The option is immediately exercisable and began to vest in four equal annual installments on July 28, 2015.
(5)  The option is immediately exercisable and began to vest in four equal annual installments beginning on October 27, 2015.
(6)  The option is immediately exercisable and began to vest in four equal annual installments beginning on December 19, 2015.
(7)  The option is immediately exercisable and began to vest in four equal annual installments beginning on February 2, 2016.
(8)  The option is immediately exercisable and began to vest in four equal annual installments beginning on May 4, 2016.
(9)  The option is immediately exercisable and began to vest in four equal annual installments beginning on July 27, 2016.
(10)  The option is immediately exercisable and began to vest in four equal annual installments beginning on November 9, 2016.
(11)  The option is immediately exercisable and began to vest in four equal annual installments beginning on February 1, 2017.
(12)  The option is immediately exercisable and began to vest in four equal annual installments beginning on May 2, 2017.
(13)  The option is immediately exercisable and began to will vest in four equal annual installments commencing on August 1, 2017.
(14)  The option is immediately exercisable and began to vest in four equal annual installments beginning on October 31, 2017.
(15)  The option is immediately exercisable and began to vest in four equal annual installments beginning on January 30, 2018.
(16)  The option is immediately exercisable and began to vest in four equal annual installments beginning on May 1, 2018.
(17)  The option is immediately exercisable and will vest in four equal annual installments beginning on July 31, 2018.
(18)  The option is immediately exercisable and will vest in four equal annual installments beginning on October 30, 2018.
(19)  The option is immediately exercisable and will vest in four equal annual installments beginning on January 29, 2019.
(20)  The option is immediately exercisable and will vest in four equal annual installments beginning on May 8, 2019.
(21)  The restricted stock units will vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.
(22)  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).
(23)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(24)  The restricted stock units will vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.
(25)  The restricted stock units will vest on October 31, 2019. Vested shares will be delivered to the reporting person on the vesting date.
(26)  The restricted stock units will vest on May 1, 2020. Vested shares will be delivered to the reporting person on the vesting date.
(27)  The restricted stock units will vest on October 30, 2020. Vested shares will be delivered to the reporting person on the vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Biller Jonathan
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901


EVP and General Counsel

Signatures
/s/ Jonathan Biller 7/12/2018
** 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 5(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.
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