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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Haller Julia A

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

(Street)
SUMMIT NJ 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2019
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)
Code V Amount (A) or (D) Price
Common Stock 06/13/2019 M 484 A $0(1) 1,734 D
Common Stock 06/14/2019 M 300 A $0(2) 2,034 D
Common Stock 06/15/2019 M 375 A $0(3) 2,409 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1)(4)(5) 06/13/2019 M 484 (1) (1) Common Stock 484 $0(6) 970 D
Restricted Stock Unit (2)(4)(7) 06/14/2019 M 300 (2) (2) Common Stock 300 $0(6) 300 D
Restricted Stock Unit (3)(4) 06/15/2019 M 375 (3) (3) Common Stock 375 $0(6) 0 D
Explanation of Responses:
1. One-third of the restricted stock units granted to the reporting person on June 13, 2018 vested and settled for shares of the Company's common stock.
2. One-third of the restricted stock units granted to the reporting person on June 14, 2017 vested and settled for shares of the Company's common stock.
3. The remaining one-third of the restricted stock units granted to the reporting person on June 15, 2016 vested and settled for shares of the Company's common stock.
4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
5. The remainder of the restricted stock units will vest in two annual installments as follows: 485 shares on June 13, 2020 and 485 shares on June 13, 2021. Vested shares will be delivered to the reporting person promptly after the vesting date.
6. The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).
7. The remainder of the restricted stock units will vest as follows: 300 shares on June 14, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.
/s/ Jonathan Biller, Attorney-in-Fact 06/17/2019
** 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 4 (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.