SEC FORM 4

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^*

CASEY MICHAEL D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2013

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	04/29/2013		M		5,706	A	$11.2075	5,706	D
Common Stock	04/29/2013		G	V	5,706⁽¹⁾	D	$0.00	0	D
Common Stock	04/29/2013		S		5,706	D	$120.1056⁽²⁾	19,458	I⁽³⁾	By family trust
Common Stock	04/30/2013		M		9,294	A	$11.2075	9,294	D
Common Stock	04/30/2013		G	V	9,294⁽¹⁾	D	$0.00	0	D
Common Stock	04/30/2013		S		9,294	D	$118.0712⁽⁴⁾	19,458	I⁽³⁾	By 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)
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)	$11.2075	04/29/2013		M			5,706	⁽⁵⁾	12/15/2013	Common Stock	5,706	$0.00⁽⁶⁾	9,294	D
Stock Option (right to buy)	$11.2075	04/30/2013		M			9,294	⁽⁵⁾	12/15/2013	Common Stock	9,294	$0.00⁽⁶⁾	0	D

Explanation of Responses:

1. Represents transfer of shares to the reporting person's family trust. The reporting person is a trustee of the trust and the beneficiaries of the trust are members of the reporting person's immediate family.

2. The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person's family trust in multiple transactions at prices ranging from $120.00 to $120.3550, 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 footnotes (2) and (4) to this Form 4.

3. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person's family trust in multiple transactions at prices ranging from $118.00 to 118.26, inclusive.

5. Option is fully exercisable.

6. The option was issued pursuant to the Company's 1995 Non-Employee Director's Incentive Plan.

Remarks:

	/s/Robert J Hugin____________________________ Robert J Hugin, Attorney-in-Fact	05/01/2013
	** 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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