Friedman Michael A Form 4 CELGENE / Michael A Friedman 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^*

Friedman Michael 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016

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	06/17/2016		M		333	A	$0.00(1)	0	D
Common Stock								13,466	I	Family Trust(2)

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)	$99.98	06/15/2016		A		11,000		(3)	06/15/2026	Common Stock	11,000	$0.00(4)	11,000	D
Restricted Stock Unit	(5)	06/15/2016		A		1,125		(6)	(6)	Common Stock	1,125	$0.00(7)	1,125	D
Restricted Stock Unit	(1)(5)(8)	06/17/2016		M			333	(1)	(1)	Common Stock	333	$0.00(7)	667	D

Explanation of Responses:

1. One-third of the restricted stock units granted to the reporting person on June 17, 2015 vested and settled for shares of the Company's common stock.

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. Option is immediately exercisable and will vest on the earlier of June 15, 2017 or the day preceding the date of the next annual stockholder meeting.

4. The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).

5. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

6. The restricted stock units will vest in three equal annual installments commencing on June 15, 2017. Vested shares will be delivered to the reporting person promptly after the vesting date.

7. The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).

8. The remainder of the restricted stock units will vest as follows: 333 shares on June 17, 2017; 334 shares on June 17, 2018. Vested shares will be delivered to the reporting person promptly after the vesting date.

Remarks:

	/s/Robert J Hugin_______________________ Robert J Hugin, Attorney-in-Fact	06/17/2016
	** 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).
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