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^*

PEHL MICHAEL F.

(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)
11/10/2016

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	11/10/2016		M		938	A	$36.36	2,566	D
Common Stock	11/10/2016		M		781	A	$114.08	3,347	D
Common Stock	11/10/2016		M		1,668	A	$34.7	5,015	D
Common Stock	11/10/2016		M		1,668	A	$36.68	6,683	D
Common Stock	11/10/2016		M		1,668	A	$49.48	8,351	D
Common Stock	11/10/2016		M		1,876	A	$59.24	10,227	D
Common Stock	11/10/2016		M		1,876	A	$71.33	12,103	D
Common Stock	11/10/2016		M		1,876	A	$78.12	13,979	D
Common Stock	11/10/2016		M		1,874	A	$74.3	15,853	D
Common Stock	11/10/2016		M		1,250	A	$87.64	17,103	D
Common Stock	11/10/2016		M		625	A	$103.1	17,728	D
Common Stock	11/10/2016		M		1,250	A	$117.18	18,978	D
Common Stock	11/10/2016		M		625	A	$118.57	19,603	D
Common Stock	11/10/2016		M		781	A	$109.9	20,384	D
Common Stock	11/10/2016		M		1,668	A	$36.47	22,052	D
Common Stock	11/10/2016		S		20,424	D	$121.03⁽¹⁾	1,628	D
Common Stock	11/10/2016		S		1,628	D	$121.15	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)
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)	$36.36	11/10/2016		M			938	⁽²⁾	01/30/2022	Common Stock	938	$0.00⁽³⁾	0	D
Stock Option (right to buy)	$114.08	11/10/2016		M			781	⁽²⁾	11/09/2025	Common Stock	781	$0.00⁽³⁾	2,344	D
Stock Option (right to buy)	$34.7	11/10/2016		M			1,668	⁽²⁾	07/30/2022	Common Stock	1,668	$0.00⁽³⁾	0	D
Stock Option (right to buy)	$36.68	11/10/2016		M			1,668	⁽²⁾	10/31/2022	Common Stock	1,668	$0.00⁽³⁾	0	D
Stock Option (right to buy)	$49.48	11/10/2016		M			1,668	⁽²⁾	01/28/2023	Common Stock	1,668	$0.00⁽³⁾	1,668	D
Stock Option (right to buy)	$59.24	11/10/2016		M			1,876	⁽²⁾	04/29/2023	Common Stock	1,876	$0.00⁽³⁾	1,876	D
Stock Option (right to buy)	$71.33	11/10/2016		M			1,876	⁽²⁾	07/29/2023	Common Stock	1,876	$0.00⁽³⁾	1,876	D
Stock Option (right to buy)	$78.12	11/10/2016		M			1,876	⁽²⁾	10/28/2023	Common Stock	1,876	$0.00⁽³⁾	1,876	D
Stock Option (right to buy)	$74.3	11/10/2016		M			1,874	⁽²⁾	02/03/2024	Common Stock	1,874	$0.00⁽³⁾	3,752	D
Stock Option (right to buy)	$87.64	11/10/2016		M			1,250	⁽²⁾	07/28/2024	Common Stock	1,250	$0.00⁽³⁾	2,500	D
Stock Option (right to buy)	$103.1	11/10/2016		M			625	⁽²⁾	10/27/2024	Common Stock	625	$0.00⁽³⁾	1,250	D
Stock Option (right to buy)	$117.18	11/10/2016		M			1,250	⁽²⁾	12/19/2024	Common Stock	1,250	$0.00⁽³⁾	3,750	D
Stock Option (right to buy)	$118.57	11/10/2016		M			625	⁽²⁾	02/02/2025	Common Stock	625	$0.00⁽³⁾	1,875	D
Stock Option (right to buy)	$109.9	11/10/2016		M			781	⁽²⁾	05/04/2025	Common Stock	781	$0.00⁽³⁾	2,344	D
Stock Option (right to buy)	$36.47	11/10/2016		M			1,668	⁽²⁾	04/30/2022	Common Stock	1,668	$0.00⁽³⁾	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person in multiple transactions at prices ranging from $120.99 to $121.22, 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 this footnote (1).

2. The option was fully exercisable.

3. The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated on April 15, 2015).

Remarks:

President Hematology & Oncology

	/s/ Peter N. Kellogg ________________________________________________________________ Peter N. Kellogg, Attorney-in-Fact	11/14/2016
	** Signature of Reporting Person	Date
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