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^*

MIDDLEKAUFF W BRADFORD

(Last)

(First)

(Middle)

MEDAREX, INC.

707 STATE ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [ MEDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2006

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, $.01 par value per share	03/17/2006		M		100,000	A	$6.37	103,000	D
Common Stock, $.01 par value per share	03/17/2006		S		100,000	D	$13.88	3,000	D

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 Options (Right to Buy)	$12.9	09/19/2001		A		100,000		09/19/2002⁽¹⁾	09/18/2011	Common Stock	100,000⁽³⁾	$0	100,000	D
Stock Options (Right to Buy)	$6.33	09/08/2003		A		40,000		03/08/2004	04/04/2010	Common Stock	40,000⁽³⁾	$0	40,000	D
Stock Options (Right to Buy)	$6.33	09/08/2003		A		25,000		03/08/2004	01/08/2011	Common Stock	25,000⁽³⁾	$0	25,000	D
Stock Options (Right to Buy)	$7.155	10/14/2003		A		200,000		10/14/2004⁽⁴⁾	10/13/2013	Common Stock	200,000⁽³⁾	$0	200,000	D
Phantom Stock Units⁽⁵⁾	$0⁽⁵⁾	03/02/2004		A		16,328⁽⁵⁾		03/02/2004⁽⁵⁾	03/02/2007⁽⁵⁾	Common Stock	16,328⁽³⁾⁽⁵⁾	$0	16,328⁽⁵⁾	D
Stock Options (Right to Buy)	$5.61	07/26/2004		A		185,000		07/26/2005⁽⁶⁾	07/25/2014	Common Stock	185,000⁽³⁾	$0	185,000	D
Phantom Stock Units⁽⁷⁾	$0⁽⁷⁾	02/08/2005		A		13,557⁽⁷⁾		02/08/2005⁽⁷⁾	02/08/2008⁽⁷⁾	Common Stock	13,557⁽³⁾⁽⁷⁾	$0	13,557⁽⁷⁾	D
Stock Options (Right to Buy)	$9.9	09/06/2005		A		250,000		09/06/2006⁽⁸⁾	09/05/2015	Common Stock	250,000⁽³⁾	$0	250,000	D
Phantom Stock Units⁽⁹⁾	$0⁽⁹⁾	02/24/2006		A		9,932⁽⁹⁾		02/24/2006⁽⁹⁾	02/24/2009⁽⁹⁾	Common Stock	9,932⁽⁹⁾	$0	9,932⁽⁹⁾	D
Stock Options (Right to Buy)	$6.37	03/17/2006		M			100,000	07/11/2003⁽²⁾	07/10/2012	Common Stock	100,000⁽³⁾	$0	100,000	D

Explanation of Responses:

1. Options representing 25,000 shares became exercisable on September 19, 2002. The remaining options become exercisable in 36 equal monthly installments beginning on October 19, 2002.

2. Options representing 50,000 shares became exercisable on July 11, 2003. The remaining options become exercisable in 36 equal monthly installments beginning on August 11, 2003.

3. All share amounts reflect the Company's 2 for 1 stock split effected October 27, 2000.

4. Options representing 50,000 shares became exercisable on October 14, 2004. The remaining options become exercisalbe in 36 equal monthly installments beginning on November 14, 2004.

5. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are settled 100% in shares of the Company's common stock on March 2, 2007. Phantom stock units representing 12,246 are currently vested. The remaining phantom stock units vest in two equal annual installments beginning on March 2, 2006.

6. Options representing 46,250 shares became exercisable on July 26, 2005. The remaining options become exercisable in 36 equal monthly installments beginning on August 26, 2005.

7. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 8, 2008. Phantom stock units representing 8,473 shares are currently vested. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006.

8. Options representing 62,500 shares become exercisable on September 6, 2006. The remaining options become exercisable in 36 equal monthly installments beginning on October 6, 2006.

9. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 24, 2009. Phantom stock units representing 6,207 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 24, 2007.

	W. BRADFORD MIDDLEKAUFF	03/17/2006
	** 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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