Celgene (CELG) Form 4 CELGENE / ERNEST MARIO 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^*

MARIO ERNEST

(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)
06/13/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/13/2019		M		484	A	$0(1)	62,209(2)	D
Common Stock	06/14/2019		M		300	A	$0(3)	62,509	D
Common Stock	06/15/2019		M		375	A	$0(4)	62,884	D
Common Stock								4,908	I	Family Trust

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)(5)(6)	06/13/2019		M			484	(1)	(1)	Common Stock	484	$0(7)	970	D
Restricted Stock Unit	(3)(5)(8)	06/14/2019		M			300	(3)	(3)	Common Stock	300	$0(7)	300	D
Restricted Stock Unit	(4)(5)	06/15/2019		M			375	(4)	(4)	Common Stock	375	$0(7)	0	D

Explanation of Responses:

1. One-third of the restricted stock units granted to the reporting person on June 13, 2018 vested and settled for shares of the Company's common stock.

2. The amount of shares beneficially owned following the reported transaction also includes (i) 324 shares previously reported as held by spouse and indirectly owned, (ii) an aggregate of 5,676 shares that were acquired prior to the reporting person becoming a director of the Company in August 2007 and were inadvertently omitted from the reporting person's initial Form 3 filing and (iii) an aggregate of 720 shares that were acquired in December 2007 and were never reported on a Form 4 filing.

3. One-third of the restricted stock units granted to the reporting person on June 14, 2017 vested and settled for shares of the Company's common stock.

4. The remaining one-third of the restricted stock units granted to the reporting person on June 15, 2016 vested and settled for shares of the Company's common stock.

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

6. The remainder of the restricted stock units will vest in two annual installments as follows: 485 shares on June 13, 2020 and 485 shares on June 13, 2021. 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 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).

8. The remainder of the restricted stock units will vest as follows: 300 shares on June 14, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.

	/s/ Jonathan Biller, Attorney-in-Fact	06/17/2019
	** 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.
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