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^*

Alles Mark J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2015

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	02/06/2015		M		4,922	A	$81.555	71,064	D
Common Stock	02/06/2015		M		4,434	A	$74.3	75,498	D
Common Stock	02/06/2015		M		1,719	A	$27.275	77,217	D
Common Stock	02/06/2015		M		444	A	$30.74	77,661	D
Common Stock	02/06/2015		M		1,290	A	$26.17	78,951	D
Common Stock	02/06/2015		M		2,580	A	$28.94	81,531	D
Common Stock	02/06/2015		M		41,335	A	$29.75	122,866	D
Common Stock	02/06/2015		M		1,290	A	$25.765	124,156	D
Common Stock	02/06/2015		M		4,688	A	$36.96	128,844	D
Common Stock	02/06/2015		M		3,122	A	$36.465	131,966	D
Common Stock	02/06/2015		M		6,243	A	$34.7	138,209	D
Common Stock	02/06/2015		M		6,243	A	$36.675	144,452	D
Common Stock	02/06/2015		M		13,125	A	$40.22	157,577	D
Common Stock	02/06/2015		M		3,122	A	$49.475	160,699	D
Common Stock	02/06/2015		M		4,434	A	$59.235	165,133	D
Common Stock	02/06/2015		M		4,434	A	$71.33	169,567	D
Common Stock	02/06/2015		M		4,434	A	$78.115	174,001	D
Common Stock	02/06/2015		S		117,099	D	$120.677⁽¹⁾	56,902	D
Common Stock	02/06/2015		A		30,404⁽²⁾	A	$0.00	87,306	D
Common Stock	02/06/2015		F		13,666	D	$118.75	73,640	D
Common Stock								5,461	I	401(k) Plan

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)	$81.555	02/06/2015		M			4,922	⁽³⁾	12/02/2023	Common Stock	4,922	$0.00⁽⁴⁾	14,764	D
Stock Option (right to buy)	$74.3	02/06/2015		M			4,434	⁽³⁾	02/03/2024	Common Stock	4,434	$0.00⁽⁴⁾	13,302	D
Stock Option (right to buy)	$27.275	02/06/2015		M			1,719	⁽³⁾	10/13/2019	Common Stock	1,719	$0.00⁽⁴⁾	573	D
Stock Option (right to buy)	$30.74	02/06/2015		M			444	⁽³⁾	04/13/2020	Common Stock	444	$0.00⁽⁴⁾	148	D
Stock Option (right to buy)	$26.17	02/06/2015		M			1,290	⁽³⁾	07/13/2020	Common Stock	1,290	$0.00⁽⁴⁾	430	D
Stock Option (right to buy)	$28.94	02/06/2015		M			2,580	⁽³⁾	10/12/2020	Common Stock	2,580	$0.00⁽⁴⁾	860	D
Stock Option (right to buy)	$29.75	02/06/2015		M			41,335	⁽³⁾	12/27/2020	Common Stock	41,335	$0.00⁽⁴⁾	5,333	D
Stock Option (right to buy)	$25.765	02/06/2015		M			1,290	⁽³⁾	01/31/2021	Common Stock	1,290	$0.00⁽⁴⁾	430	D
Stock Option (right to buy)	$36.96	02/06/2015		M			4,688	⁽³⁾	03/01/2022	Common Stock	4,688	$0.00⁽⁴⁾	9,852	D
Stock Option (right to buy)	$36.465	02/06/2015		M			3,122	⁽³⁾	04/30/2022	Common Stock	3,122	$0.00⁽⁴⁾	9,366	D
Stock Option (right to buy)	$34.7	02/06/2015		M			6,243	⁽³⁾	07/30/2022	Common Stock	6,243	$0.00⁽⁴⁾	10,407	D
Stock Option (right to buy)	$36.675	02/06/2015		M			6,243	⁽³⁾	10/31/2022	Common Stock	6,243	$0.00⁽⁴⁾	10,407	D
Stock Option (right to buy)	$40.22	02/06/2015		M			13,125	⁽³⁾	12/17/2022	Common Stock	13,125	$0.00⁽⁴⁾	21,875	D
Stock Option (right to buy)	$49.475	02/06/2015		M			3,122	⁽³⁾	01/28/2023	Common Stock	3,122	$0.00⁽⁴⁾	11,508	D
Stock Option (right to buy)	$59.235	02/06/2015		M			4,434	⁽³⁾	04/29/2023	Common Stock	4,434	$0.00⁽⁴⁾	19,216	D
Stock Option (right to buy)	$71.33	02/06/2015		M			4,434	⁽³⁾	07/29/2023	Common Stock	4,434	$0.00⁽⁴⁾	13,302	D
Stock Option (right to buy)	$78.115	02/06/2015		M			4,434	⁽³⁾	10/28/2023	Common Stock	4,434	$0.00⁽⁴⁾	13,302	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person pursuant to a rule 10b5-1 plan in multiple transactions at prices ranging from $118.98 to $121.70, 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 footnote (1) to this Form 4.

2. Represents shares of common stock relating to the 2012-2014 Long Term Incentive Plan and issued under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013).

3. The option was fully exercisable.

4. The option was issued pursuant to the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013).

Remarks:

President and Chief Operating Officer

	/s/ Robert J. Hugin __________________________ Robert J. Hugin, Attorney-in-Fact	02/10/2015
	** Signature of Reporting Person	Date
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