SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Alles Mark J

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2012

3. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [ CELG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,409	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	3,056	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	4,583	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	10,000	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	7,777	⁽²⁾	D
Stock Options (right to buy)	⁽⁶⁾	01/09/2017	Common Stock	1,875	$54.85	D
Stock Options (right to buy)	⁽⁶⁾	04/10/2017	Common Stock	3,657	$58.04	D
Stock Options (right to buy)	⁽⁶⁾	07/10/2017	Common Stock	3,657	$58.53	D
Stock Options (right to buy)	⁽⁶⁾	09/21/2017	Common Stock	7,500	$70.63	D
Stock Options (right to buy)	⁽⁶⁾	10/09/2017	Common Stock	4,875	$73.55	D
Stock Options (right to buy)	⁽⁶⁾	11/23/2017	Common Stock	7,500	$62.35	D
Stock Options (right to buy)	⁽⁶⁾	01/08/2018	Common Stock	2,438	$49.61	D
Stock Options (right to buy)	⁽⁷⁾	04/08/2018	Common Stock	3,025	$62.42	D
Stock Options (right to buy)	⁽⁸⁾	07/08/2018	Common Stock	5,000	$71.82	D
Stock Options (right to buy)	⁽⁹⁾	10/14/2018	Common Stock	5,000	$57.8	D
Stock Options (right to buy)	⁽¹⁰⁾	01/13/2019	Common Stock	1,250	$50.36	D
Stock Options (right to buy)	⁽⁶⁾	01/13/2019	Common Stock	2,500	$50.36	D
Stock Options (right to buy)	⁽¹¹⁾	04/01/2019	Common Stock	18,750	$38.47	D
Stock Options (right to buy)	⁽¹²⁾	04/14/2019	Common Stock	3,438	$39.01	D
Stock Options (right to buy)	⁽¹³⁾	07/14/2019	Common Stock	4,583	$46.02	D
Stock Options (right to buy)	⁽¹⁴⁾	10/13/2019	Common Stock	4,583	$54.55	D
Stock Options (right to buy)	⁽¹⁵⁾	01/12/2020	Common Stock	1,146	$56.99	D
Stock Options (right to buy)	⁽¹⁶⁾	01/12/2020	Common Stock	3,438	$56.99	D
Stock Options (right to buy)	⁽¹⁷⁾	04/13/2020	Common Stock	3,437	$61.48	D
Stock Options (right to buy)	⁽¹⁸⁾	07/13/2020	Common Stock	3,437	$52.34	D
Stock Options (right to buy)	⁽¹⁹⁾	10/12/2020	Common Stock	3,438	$57.88	D
Stock Options (right to buy)	⁽²⁰⁾	12/27/2020	Common Stock	46,667	$59.5	D
Stock Options (right to buy)	⁽²¹⁾	01/31/2021	Common Stock	860	$51.53	D
Stock Options (right to buy)	⁽²²⁾	01/31/2021	Common Stock	2,578	$51.53	D

Explanation of Responses:

1. The restricted stock units vest on April 14, 2012. Shares of common stock will be released to the reporting person on the vesting date.

2. The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan. Each share of restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. The restricted stock units vest on April 13, 2013. Shares of common stock will be released to the reporting person on the vesting date.

4. The restricted stock units vest on November 1, 2013. Shares of common stock will be released to the reporting person on the vesting date.

5. The restricted stock units vest on December 27, 2013. Shares of common stock will be released to the reporting person on the vesting date.

6. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and fully vested.

7. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 8, 2009.

8. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 8, 2009.

9. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 14, 2009.

10. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 13, 2013.

11. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are exercisable immediately and will vest in three equal installments commencing on April 1, 2011.

12. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 14, 2010.

13. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 14, 2010.

14. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 13, 2010.

15. Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 12, 2014.

16. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 12, 2011.

17. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 13, 2011.

18. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 13, 2011.

19. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 12, 2011.

20. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on December 27, 2011.

21. Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 31, 2015.

22. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 31, 2012.

Remarks:

Exhibit-24

	__/s/Robert J. Hugin, Attorney-in-fact_______ Robert J. Hugin, Attorney-in-fact	02/23/2012
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.