Hugin Robert J Form 4 CELGENE / ROBERT J HUGIN ownership change

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^*

HUGIN ROBERT J

(Last) (First) (Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
see remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	06/22/2017		M		60,000	A	$29.26	1,033,909	D
Common Stock	06/22/2017		S		60,000	D	$134.14(1)	973,909	D
Common Stock	06/22/2017		M		60,000	A	$33.78	1,033,909	D
Common Stock	06/22/2017		S		60,000	D	$134.14(1)	973,909	D
Common Stock	06/22/2017		M		55,970	A	$24.81	1,029,879	D
Common Stock	06/22/2017		S		55,970	D	$134.14(1)	973,909	D
Common Stock	06/22/2017		M		2,750	A	$36.36	976,659	D
Common Stock								9,600(2)	I	By Children
Common Stock								641	I	401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$29.27	06/22/2017		M			60,000	(3)	07/10/2017	Common Stock	60,000	$0.00(4)	0	D
Stock Option (right to buy)	$36.78	06/22/2017		M			60,000	(3)	10/09/2017	Common Stock	60,000	$0.00(4)	0	D
Stock Option (right to buy)	$24.81	06/22/2017		M			55,970	(3)	01/08/2018	Common Stock	55,970	$0.00(4)	0	D
Stock Option (right to buy)	$36.36	06/22/2017		M			2,750	(3)	01/30/2022	Common Stock	2,750	$0.00(5)	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person in multiple transactions at prices ranging from $134.00 to $135.13, inclusive. The reporting person undertakes to provide to Celgene Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. 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.

3. The option was fully exercisable.

4. The option was issued pursuant to the Company's 1998 Employee Stock Option Plan.

5. The option was issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015)).

Remarks:

Executive Chairman

	/s/ Robert J. Hugin	06/23/2017
	** Signature of Reporting Person	Date
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