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
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1. Name and Address of Reporting Person*
VESSEY RUPERT

(Last) (First) (Middle)
C/O CELGENE CORPORATION
86 MORRIS AVENUE

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2016
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)
See remarks
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 3,650 D
Common Stock 135 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1)(2) 02/02/2025 Common Stock 19,142 $118.57 D
Stock Option (right to buy) (1)(3) 05/04/2025 Common Stock 3,125 $109.9 D
Stock Option (right to buy) (1)(4) 07/27/2025 Common Stock 3,125 $132.56 D
Stock Option (right to buy) (1)(5) 11/09/2025 Common Stock 3,125 $114.08 D
Stock Option (right to buy) (1)(6) 02/01/2026 Common Stock 3,125 $100.8 D
Stock Option (right to buy) (1)(7) 05/02/2026 Common Stock 12,906 $104.97 D
Restricted Stock Unit (8) (8) Common Stock 11,246 (9)(10) D
Restricted Stock Unit (11) (11) Common Stock 781 (9)(10) D
Restricted Stock Unit (12) (12) Common Stock 5,350 (9)(10) D
Restricted Stock Unit (13) (13) Common Stock 6,731 (9)(10) D
Explanation of Responses:
1. The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
2. The option is immediately exercisable and will vest in four equal annual installments commencing on February 2, 2016.
3. The option is immediately exercisable and will vest in four equal annual installments commencing on May 4, 2016.
4. The option is immediately exercisable and will vest in four equal annual installments commencing on July 27, 2016.
5. The option is immediately exercisable and will vest in four equal annual installments commencing on November 9, 2016.
6. The option is immediately exercisable and will vest in four equal annual installments commencing on February 1, 2017.
7. The option is immediately exercisable and will vest in four equal annual installments commencing on May 2, 2017.
8. The restricted stock units will vest in two annual installments as follows: 5,622 shares on February 2, 2017; 5,623 shares on February 2, 2018. Vested shares will be delivered to the reporting person promptly after the vesting date.
9. The restricted stock unit was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
10. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
11. The restricted stock units vest on May 4, 2018. Vested shares will be delivered to the reporting person on the vesting date.
12. The restricted stock units vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.
13. The restricted stock units vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.
Remarks:
President, Research and Early Development
/s/ Rupert Vessey _________________________________________ Rupert Vessey 06/23/2016
** 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.