0001415889-19-001380.txt : 20191122 0001415889-19-001380.hdr.sgml : 20191122 20191122073139 ACCESSION NUMBER: 0001415889-19-001380 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: AHMED NADIM CENTRAL INDEX KEY: 0001731193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 191238711 MAIL ADDRESS: STREET 1: C/O CELGENE CORPORATION STREET 2: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 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_071126.xml X0306 4 2019-11-20 1 0000816284 CELGENE CORP /DE/ CELG 0001731193 AHMED NADIM C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT NJ 07901 false true false false PRES., GLOBAL HEM. AND ONC. Common Stock 2019-11-20 4 A 0 8035 0 A 22854 D Common Stock 2019-11-20 4 A 0 17840 0 A 40694 D Common Stock 2019-11-20 4 D 0 40694 0 D 0 D Common Stock 2019-11-20 4 D 0 1966 0 D 0 I 401(k) Plan Stock Option (right to buy) 36.36 2019-11-20 4 D 0 1750 0 D 2022-01-30 Common Stock 1750 0 D Stock Option (right to buy) 36.47 2019-11-20 4 D 0 5624 0 D 2022-04-30 Common Stock 5624 0 D Stock Option (right to buy) 36.68 2019-11-20 4 D 0 5626 0 D 2022-10-31 Common Stock 5626 0 D Stock Option (right to buy) 40.22 2019-11-20 4 D 0 9000 0 D 2022-12-17 Common Stock 9000 0 D Stock Option (right to buy) 49.48 2019-11-20 4 D 0 5626 0 D 2023-01-28 Common Stock 5626 0 D Stock Option (right to buy) 59.24 2019-11-20 4 D 0 3750 0 D 2023-04-29 Common Stock 3750 0 D Stock Option (right to buy) 71.33 2019-11-20 4 D 0 3750 0 D 2023-07-29 Common Stock 3750 0 D Stock Option (right to buy) 78.12 2019-11-20 4 D 0 3750 0 D 2023-10-28 Common Stock 3750 0 D Stock Option (right to buy) 81.56 2019-11-20 4 D 0 4000 0 D 2023-12-02 Common Stock 4000 0 D Stock Option (right to buy) 74.30 2019-11-20 4 D 0 3750 0 D 2024-02-03 Common Stock 3750 0 D Stock Option (right to buy) 87.64 2019-11-20 4 D 0 7500 0 D 2024-07-28 Common Stock 7500 0 D Stock Option (right to buy) 103.10 2019-11-20 4 D 0 3750 0 D 2024-10-27 Common stock 3750 0 D Stock Option (right to buy) 117.18 2019-11-20 4 D 0 5000 0 D 2024-12-19 Common Stock 5000 0 D Stock Option (right to buy) 118.57 2019-11-20 4 D 0 3750 0 D 2025-02-02 Common Stock 3750 0 D Stock Option (right to buy) 109.90 2019-11-20 4 D 0 5000 0 D 2025-05-04 Common Stock 5000 0 D Stock Option (right to buy) 132.56 2019-11-20 4 D 0 5000 0 D 2025-07-27 Common Stock 5000 0 D Stock Option (right to buy) 114.08 2019-11-20 4 D 0 5000 0 D 2025-11-09 Common Stock 5000 0 D Stock Option (right to buy) 100.80 2019-11-20 4 D 0 5000 0 D 2026-02-01 Common Stock 5000 0 D Stock Option (right to buy) 104.97 2019-11-20 4 D 0 3125 0 D 2026-05-02 Common Stock 3125 0 D Stock Option (right to buy) 114.69 2019-11-20 4 D 0 3125 0 D 2026-08-01 Common Stock 3125 0 D Stock Option (right to buy) 102.18 2019-11-20 4 D 0 6562 0 D 2026-10-31 Common Stock 6562 0 D Represents shares of Celgene common stock acquired 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. These shares were deemed acquired upon satisfaction of performance criteria applicable to Celgene performance-based restricted stock units at the effective time of such merger (the "Effective Time"). In accordance with the Merger Agreement, these performance-based restricted stock units were assumed by BMS and converted into service-based restricted stock units relating to BMS common stock and contingent value rights ("CVRs") in accordance with the methodology and exchange ratio set forth in the Merger Agreement. Reflects disposition in connection with the Merger Agreement. Upon 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 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. ONE OF TWO (1 OF 2) FORM 4s BEING FILED TO REPORT TRANSACTIONS OCCURRING ON NOVEMBER 20, 2019. /s/ Jonathan Biller, Attorney-in-Fact 2019-11-22