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*
LOUGHLIN JAMES J

(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)
11/20/2019
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 11/20/2019 D 41,861 D $0(1) 0 D
Common Stock 11/20/2019 D 1,800 D $0(1) 0 I Family Trust(2)
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
Stock Option (right to buy) $27.69 11/20/2019 D 24,666 (3)(4) 06/16/2020 Common Stock 24,666 $0(4) 0 D
Stock Option (right to buy) $29 11/20/2019 D 18,600 (3)(4) 06/15/2021 Common Stock 18,600 $0(4) 0 D
Stock Option (right to buy) $31.8 11/20/2019 D 18,600 (3)(4) 06/13/2022 Common Stock 18,600 $0(4) 0 D
Stock Option (right to buy) $59.06 11/20/2019 D 18,600 (3)(4) 06/12/2023 Common Stock 18,600 $0(4) 0 D
Stock Option (right to buy) $88.5 11/20/2019 D 20,700 (3)(4) 07/01/2024 Common Stock 20,700 $0(4) 0 D
Stock Option (right to buy) $112.16 11/20/2019 D 10,000 (3)(4) 06/17/2025 Common Stock 10,000 $0(4) 0 D
Stock Option (right to buy) $99.98 11/20/2019 D 11,000 (3)(4) 06/15/2026 Common Stock 11,000 $0(4) 0 D
Stock Option (right to buy) $121.04 11/20/2019 D 10,500 (3)(4) 06/14/2027 Common Stock 10,500 $0(4) 0 D
Stock Option (right to buy) $77.38 11/20/2019 D 13,266 (3)(4) 06/13/2028 Common Stock 13,266 $0(4) 0 D
Restricted Stock Unit $0(5) 11/20/2019 D 300 (6) (6) Common Stock 300 $0(6) 0 D
Restricted Stock Unit $0(5) 11/20/2019 D 970 (6) (6) Common Stock 970 $0(6) 0 D
Restricted Stock Unit $0(5) 11/20/2019 D 4,756 (6) (6) Common Stock 4,756 $0(6) 0 D
Restricted Stock Unit $0(5) 11/20/2019 D 2,068 (6) (6) Common Stock 2,068 $0(6) 0 D
Explanation of Responses:
1. 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.
2. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. This option was fully exercisable.
4. 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.
5. Each restricted stock unit represents a contingent right to receive one share of Celgene common stock.
6. 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 11/22/2019
** 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).
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