0001415889-19-001368.txt : 20191122 0001415889-19-001368.hdr.sgml : 20191122 20191122073046 ACCESSION NUMBER: 0001415889-19-001368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191120 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COX CARRIE SMITH CENTRAL INDEX KEY: 0001110753 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 191238699 MAIL ADDRESS: STREET 1: SCHERING-PLOUGH CORPORATION STREET 2: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: (908)673-9000 MAIL ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 4 1 form4-11222019_071133.xml X0306 4 2019-11-20 1 0000816284 CELGENE CORP /DE/ CELG 0001110753 COX CARRIE SMITH C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT NJ 07901 true false false false Common Stock 2019-11-20 4 D 0 39535 0 D 0 D Stock Option (right to buy) 29 2019-11-20 4 D 0 18600 0 D 2021-06-15 Common Stock 18600 0 D Stock Option (right to buy) 31.80 2019-11-20 4 D 0 18600 0 D 2022-06-13 Common Stock 18600 0 D Stock Option (right to buy) 59.06 2019-11-20 4 D 0 18600 0 D 2023-06-12 Common Stock 18600 0 D Stock Option (right to buy) 88.50 2019-11-20 4 D 0 20700 0 D 2024-07-01 Common Stock 20700 0 D Stock Option (right to buy) 112.16 2019-11-20 4 D 0 10000 0 D 2025-06-17 Common Stock 10000 0 D Stock Option (right to buy) 99.98 2019-11-20 4 D 0 11000 0 D 2026-06-15 Common Stock 11000 0 D Stock Option (right to buy) 121.04 2019-11-20 4 D 0 10500 0 D 2027-06-14 Common Stock 10500 0 D Stock Option (right to buy) 77.38 2019-11-20 4 D 0 13266 0 D 2028-06-13 Common Stock 13266 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 900 0 D Common Stock 900 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 1454 0 D Common Stock 1454 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 4756 0 D Common Stock 4756 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 6200 0 D Common Stock 6200 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 1000 0 D Common Stock 1000 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 1125 0 D Common Stock 1125 0 D Reflects disposition in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS and upon the effective time of such merger (the "Effective Time"), each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one contingent value right ("CVR") issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company. This option was fully exercisable. Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement. Each restricted stock unit represents a contingent right to receive one share of Celgene common stock. Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement and became vested. The converted restricted stock units will be settled as promptly as practicable following the Effective Time. /s/ Jonathan Biller, Attorney-in-Fact 2019-11-22