X0306 4 2017-02-14 0 0000816284 CELGENE CORP /DE/ CELG 0001405288 FOUSE JACQUALYN A C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT NJ 07901 1 1 0 0 see remarks Phantom Stock 2017-02-14 4 A 0 16322 A Common Stock 16322 16322 D Each share of phantom stock represents a right to receive one share of common stock. The phantom stock becomes payable six months following the reporting person's termination of employment with Celgene Corporation. The reporting person was awarded 16,322 shares of common stock pursuant to the 2014-2016 Long Term Incentive Plan under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015). The reporting person deferred the receipt of such 16,322 shares of common stock and received instead 16,322 shares of phantom stock pursuant to the Celgene Corporation 2005 Deferred Compensation Plan. President & Chief Operating Officer /s/ Mark J. Alles, Attorney-in-Fact 2017-02-16