Statement of Changes in Beneficial Ownership (4)
November 22 2019 - 6:32AM
Edgar (US Regulatory)
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
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
*
VESSEY RUPERT |
2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/
[
CELG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRES., RESEARCH AND EARLY DEV. |
(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2019 |
(Street)
SUMMIT, NJ 07901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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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 |
Stock Option (right to buy) | $118.57 | 11/20/2019 | | D | | | 19142 | (3)(4) | 2/2/2025 | Common Stock | 19142 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $109.90 | 11/20/2019 | | D | | | 3125 | (3)(4) | 5/4/2025 | Common Stock | 3125 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $132.56 | 11/20/2019 | | D | | | 3125 | (3)(4) | 7/27/2025 | Common Stock | 3125 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $114.08 | 11/20/2019 | | D | | | 3125 | (3)(4) | 11/9/2025 | Common Stock | 3125 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $100.80 | 11/20/2019 | | D | | | 2344 | (3)(4) | 2/1/2026 | Common Stock | 2344 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $104.97 | 11/20/2019 | | D | | | 9680 | (3)(4) | 5/2/2026 | Common Stock | 9680 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $114.69 | 11/20/2019 | | D | | | 12906 | (3)(4) | 8/1/2026 | Common Stock | 12906 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $102.18 | 11/20/2019 | | D | | | 31210 | (3)(4) | 10/31/2026 | Common Stock | 31210 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $113.18 | 11/20/2019 | | D | | | 12906 | (3)(4) | 1/30/2027 | Common Stock | 12906 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $124.06 | 11/20/2019 | | D | | | 11384 | (3)(4) | 5/1/2027 | Common Stock | 11384 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $135.41 | 11/20/2019 | | D | | | 11384 | (3)(4) | 7/31/2027 | Common Stock | 11384 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $100.97 | 11/20/2019 | | D | | | 26308 | (3)(4) | 10/30/2027 | Common Stock | 26308 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $103.26 | 11/20/2019 | | D | | | 11384 | (3)(4) | 1/29/2028 | Common Stock | 11384 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $83.13 | 11/20/2019 | | D | | | 18257 | (3)(4) | 5/8/2028 | Common Stock | 18257 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $88.91 | 11/20/2019 | | D | | | 18257 | (3)(4) | 7/30/2028 | Common Stock | 18257 | $0 (4) | 0 | D | |
Stock Option (right to buy) | $71.43 | 11/20/2019 | | D | | | 18257 | (3)(4) | 10/29/2028 | Common Stock | 18257 | $0 (4) | 0 | D | |
Restricted Stock Unit | $0 (5) | 11/20/2019 | | D | | | 5756 | (6) | (6) | Common Stock | 5756 | $0 (6) | 0 | D | |
Restricted Stock Unit | $0 (5) | 11/20/2019 | | D | | | 3120 | (6) | (6) | Common Stock | 3120 | $0 (6) | 0 | D | |
Restricted Stock Unit | $0 (5) | 11/20/2019 | | D | | | 9271 | (6) | (6) | Common Stock | 9271 | $0 (6) | 0 | D | |
Restricted Stock Unit | $0 (5) | 11/20/2019 | | D | | | 5794 | (6) | (6) | Common Stock | 5794 | $0 (6) | 0 | D | |
Restricted Stock Unit | $0 (5) | 11/20/2019 | | D | | | 37660 | (6) | (6) | Common Stock | 37660 | $0 (6) | 0 | D | |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
VESSEY RUPERT C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901 |
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| PRES., RESEARCH AND EARLY DEV. |
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Signatures
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/s/ Jonathan Biller, Attorney-in-Fact | | 11/22/2019 |
**Signature of Reporting Person | Date |
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