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