SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CELGENE CORP /DE/ [ CELG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/20/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 11/20/2019 | D | 2,209 | D | $0(1) | 0 | D | |||
Common Stock | 11/20/2019 | D | 2,000 | D | $0(1) | 0 | I | Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $115.78 | 11/20/2019 | D | 10,000 | (2)(3) | 04/14/2025 | Common Stock | 10,000 | $0(3) | 0 | D | ||||
Stock Option (right to buy) | $112.16 | 11/20/2019 | D | 10,000 | (2)(3) | 06/17/2025 | Common Stock | 10,000 | $0(3) | 0 | D | ||||
Stock Option (right to buy) | $99.98 | 11/20/2019 | D | 11,000 | (2)(3) | 06/15/2026 | Common Stock | 11,000 | $0(3) | 0 | D | ||||
Stock Option (right to buy) | $121.04 | 11/20/2019 | D | 10,500 | (2)(3) | 06/14/2027 | Common Stock | 10,500 | $0(3) | 0 | D | ||||
Stock Option (right to buy) | $77.38 | 11/20/2019 | D | 13,266 | (2)(3) | 06/13/2028 | Common Stock | 13,266 | $0(3) | 0 | D | ||||
Restricted Stock Unit | $0(4) | 11/20/2019 | D | 300 | (5) | (5) | Common Stock | 300 | $0(5) | 0 | D | ||||
Restricted Stock Unit | $0(4) | 11/20/2019 | D | 970 | (5) | (5) | Common Stock | 970 | $0(5) | 0 | D | ||||
Restricted Stock Unit | $0(4) | 11/20/2019 | D | 4,756 | (5) | (5) | Common Stock | 4,756 | $0(5) | 0 | D | ||||
Restricted Stock Unit | $0(4) | 11/20/2019 | D | 1,000 | (5) | (5) | Common Stock | 1,000 | $0(5) | 0 | D |
Explanation of Responses: |
1. Reflects disposition 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 and upon the effective time of such merger (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 contingent value right ("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. |
2. This option was fully exercisable. |
3. 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. |
4. Each restricted stock unit represents a contingent right to receive one share of Celgene common stock. |
5. 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 and became vested. The converted restricted stock units will be settled as promptly as practicable following the Effective Time. |
/s/ Jonathan Biller, Attorney-in-Fact | 11/22/2019 | |
** 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 Number. |