Karsen Perry A Form 4 CELGENE / PERRY A KARSEN 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^*

KARSEN PERRY A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
see remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015

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	04/30/2015		M		11,200	A	$0.00(1)	85,330	D
Common Stock	04/30/2015		F		5,807	D	$108.06	79,523	D
Common Stock								1,639	I	401(k) Plan
Common Stock								2,000	I	IRA Account

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
Restricted Stock Unit	(1)	04/30/2015	(2)	M			11,200	(1)	(2)	Common Stock	11,200	$0.00(2)	0	D
Stock Option (right to buy)	$109.9	05/04/2015		A		12,125		(3)	05/04/2025	Common Stock	12,125	$0.00(4)	12,125	D

Explanation of Responses:

1. All of the restricted stock units granted to the reporting person on April 30, 2012 vested and settled for shares of the Company's common stock.

2. The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 17, 2013). Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. Option is immediately exercisable and will vest in four equal annual installments commencing on May 4, 2016.

4. The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 17, 2013).

Remarks:

Chief Executive Officer of Celgene Cellular Therapeutics

	/s/ Robert J. Hugin _____________________ Robert J. Hugin, Attorney-in-Fact	05/04/2015
	** 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).
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