Rupert Vessey Form 4 CELGENE / RUPERT VESSEY 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^*

VESSEY RUPERT

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT

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)
PRES., RESEARCH AND EARLY DEV.

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2019		A		8,634	A	$0⁽¹⁾	22,812	D
Common Stock	11/20/2019		A		13,906	A	$0⁽¹⁾	36,718	D
Common Stock	11/20/2019		A		24,209	A	$0⁽¹⁾	60,927	D
Common Stock	11/20/2019		D		60,927	D	$0⁽²⁾	0	D
Common Stock	11/20/2019		D		613	D	$0⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$118.57	11/20/2019		D			19,142	⁽³⁾⁽⁴⁾	02/02/2025	Common Stock	19,142	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$109.9	11/20/2019		D			3,125	⁽³⁾⁽⁴⁾	05/04/2025	Common Stock	3,125	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$132.56	11/20/2019		D			3,125	⁽³⁾⁽⁴⁾	07/27/2025	Common Stock	3,125	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$114.08	11/20/2019		D			3,125	⁽³⁾⁽⁴⁾	11/09/2025	Common Stock	3,125	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$100.8	11/20/2019		D			2,344	⁽³⁾⁽⁴⁾	02/01/2026	Common Stock	2,344	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$104.97	11/20/2019		D			9,680	⁽³⁾⁽⁴⁾	05/02/2026	Common Stock	9,680	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$114.69	11/20/2019		D			12,906	⁽³⁾⁽⁴⁾	08/01/2026	Common Stock	12,906	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$102.18	11/20/2019		D			31,210	⁽³⁾⁽⁴⁾	10/31/2026	Common Stock	31,210	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$113.18	11/20/2019		D			12,906	⁽³⁾⁽⁴⁾	01/30/2027	Common Stock	12,906	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$124.06	11/20/2019		D			11,384	⁽³⁾⁽⁴⁾	05/01/2027	Common Stock	11,384	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$135.41	11/20/2019		D			11,384	⁽³⁾⁽⁴⁾	07/31/2027	Common Stock	11,384	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$100.97	11/20/2019		D			26,308	⁽³⁾⁽⁴⁾	10/30/2027	Common Stock	26,308	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$103.26	11/20/2019		D			11,384	⁽³⁾⁽⁴⁾	01/29/2028	Common Stock	11,384	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$83.13	11/20/2019		D			18,257	⁽³⁾⁽⁴⁾	05/08/2028	Common Stock	18,257	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$88.91	11/20/2019		D			18,257	⁽³⁾⁽⁴⁾	07/30/2028	Common Stock	18,257	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$71.43	11/20/2019		D			18,257	⁽³⁾⁽⁴⁾	10/29/2028	Common Stock	18,257	$0⁽⁴⁾	0	D
Restricted Stock Unit	$0⁽⁵⁾	11/20/2019		D			5,756	⁽⁶⁾	⁽⁶⁾	Common Stock	5,756	$0⁽⁶⁾	0	D
Restricted Stock Unit	$0⁽⁵⁾	11/20/2019		D			3,120	⁽⁶⁾	⁽⁶⁾	Common Stock	3,120	$0⁽⁶⁾	0	D
Restricted Stock Unit	$0⁽⁵⁾	11/20/2019		D			9,271	⁽⁶⁾	⁽⁶⁾	Common Stock	9,271	$0⁽⁶⁾	0	D
Restricted Stock Unit	$0⁽⁵⁾	11/20/2019		D			5,794	⁽⁶⁾	⁽⁶⁾	Common Stock	5,794	$0⁽⁶⁾	0	D
Restricted Stock Unit	$0⁽⁵⁾	11/20/2019		D			37,660	⁽⁶⁾	⁽⁶⁾	Common Stock	37,660	$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.

	/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).
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Rupert Vessey Form 4CELGENE / RUPERT VESSEY ownership change