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*
BARRETT M JAMES

(Last) (First) (Middle)
1119 ST. PAUL STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHARMION CORP [ PHRM ]
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)
03/07/2008
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 03/07/2008 D 1,320 D (1) 0 D(2)
Common Stock 03/07/2008 D 4,044 D (3) 0 I See Note 4(4)
Common Stock 03/07/2008 D 95 D (5) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $1.6 03/07/2008 D 12,500 11/30/2001 11/30/2011 Common Stock 12,500 (6) 0 D
Director Stock Option (right to buy) $1.6 03/07/2008 D 1,250 04/17/2002 04/17/2012 Common Stock 1,250 (7) 0 D
Director Stock Option (right to buy) $2.4 03/07/2008 D 12,500 02/11/2003 02/11/2013 Common Stock 12,500 (8) 0 D
Director Stock Option (right to buy) $2.4 03/07/2008 D 5,000 04/17/2003 04/17/2013 Common Stock 5,000 (9) 0 D
Director Stock Option (right to buy) $38.98 03/07/2008 D 5,000 06/01/2004 05/31/2014 Common Stock 5,000 (10) 0 D
Director Stock Option (right to buy) $20.33 03/07/2008 D 5,000 06/01/2005 05/31/2015 Common Stock 5,000 (11) 0 D
Director Stock Option (right to buy) $18.65 03/07/2008 D 7,500 06/08/2006 06/07/2016 Common Stock 7,500 (12) 0 D
Director Stock Option (right to buy) $31.27 03/07/2008 D 7,500 06/06/2007 06/06/2017 Common Stock 7,500 (13) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for $25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger.
2. The securities are held jointly by the Reporting Person and April Barrett.
3. Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for 25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger.
4. The Reporting Person is a member of New Enterprise Associates LLC ("NEA LLC"), which is the beneficial owner of the securities. The Reporting Person disclaims onwership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA LLC, except to the extent of his pecurniary interest therein.
5. Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for $25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger.
6. These options were cancelled in the merger in exchange for $305,654.13 and 10,227 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
7. These options were cancelled in the merger in exchange for $30,605.15 and 1,022 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
8. These options were cancelled in the merger in exchange for $302,181.53 and 10,112 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
9. These options were cancelled in the merger in exchange for $120,918.02 and 4,044 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
10. These options were cancelled in the merger in exchange for $61,073.70 and 1,933 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
11. These options were cancelled in the merger in exchange for $89,957.86 and 3,010 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
12. These options were cancelled in the merger in exchange for $139,306.59 and 4,660 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
13. These options were cancelled in the merger in exchange for $106,638.51 and 3,568 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger.
/s/ Shawn Conway, attorney-in-fact 03/19/2008
** 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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