Celgene Corporation
CELGENE CORP /DE/ (Form: 3, Received: 02/24/2012 17:00:32)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Alles Mark J

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/15/2012 

3. Issuer Name and Ticker or Trading Symbol

CELGENE CORP /DE/ [CELG]

(Last)        (First)        (Middle)

C/O CELGENE CORPORATION, 86 MORRIS AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Commercial Officer /

(Street)

SUMMIT, NJ 07901       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2409   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1)   (1) Common Stock   3056     (2) D    
Restricted Stock Units     (3)   (3) Common Stock   4583     (2) D    
Restricted Stock Units     (4)   (4) Common Stock   10000     (2) D    
Restricted Stock Units     (5)   (5) Common Stock   7777     (2) D    
Stock Options (right to buy)     (6) 1/9/2017   Common Stock   1875   $54.85   D    
Stock Options (right to buy)     (6) 4/10/2017   Common Stock   3657   $58.04   D    
Stock Options (right to buy)     (6) 7/10/2017   Common Stock   3657   $58.53   D    
Stock Options (right to buy)     (6) 9/21/2017   Common Stock   7500   $70.63   D    
Stock Options (right to buy)     (6) 10/9/2017   Common Stock   4875   $73.55   D    
Stock Options (right to buy)     (6) 11/23/2017   Common Stock   7500   $62.35   D    
Stock Options (right to buy)     (6) 1/8/2018   Common Stock   2438   $49.61   D    
Stock Options (right to buy)     (7) 4/8/2018   Common Stock   3025   $62.42   D    
Stock Options (right to buy)     (8) 7/8/2018   Common Stock   5000   $71.82   D    
Stock Options (right to buy)     (9) 10/14/2018   Common Stock   5000   $57.80   D    
Stock Options (right to buy)     (10) 1/13/2019   Common Stock   1250   $50.36   D    
Stock Options (right to buy)     (6) 1/13/2019   Common Stock   2500   $50.36   D    
Stock Options (right to buy)     (11) 4/1/2019   Common Stock   18750   $38.47   D    
Stock Options (right to buy)     (12) 4/14/2019   Common Stock   3438   $39.01   D    
Stock Options (right to buy)     (13) 7/14/2019   Common Stock   4583   $46.02   D    
Stock Options (right to buy)     (14) 10/13/2019   Common Stock   4583   $54.55   D    
Stock Options (right to buy)     (15) 1/12/2020   Common Stock   1146   $56.99   D    
Stock Options (right to buy)     (16) 1/12/2020   Common Stock   3438   $56.99   D    
Stock Options (right to buy)     (17) 4/13/2020   Common Stock   3437   $61.48   D    
Stock Options (right to buy)     (18) 7/13/2020   Common Stock   3437   $52.34   D    
Stock Options (right to buy)     (19) 10/12/2020   Common Stock   3438   $57.88   D    
Stock Options (right to buy)     (20) 12/27/2020   Common Stock   46667   $59.50   D    
Stock Options (right to buy)     (21) 1/31/2021   Common Stock   860   $51.53   D    
Stock Options (right to buy)     (22) 1/31/2021   Common Stock   2578   $51.53   D    

Explanation of Responses:
( 1)  The restricted stock units vest on April 14, 2012. Shares of common stock will be released to the reporting person on the vesting date.
( 2)  The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan. Each share of restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 3)  The restricted stock units vest on April 13, 2013. Shares of common stock will be released to the reporting person on the vesting date.
( 4)  The restricted stock units vest on November 1, 2013. Shares of common stock will be released to the reporting person on the vesting date.
( 5)  The restricted stock units vest on December 27, 2013. Shares of common stock will be released to the reporting person on the vesting date.
( 6)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and fully vested.
( 7)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 8, 2009.
( 8)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 8, 2009.
( 9)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 14, 2009.
( 10)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 13, 2013.
( 11)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are exercisable immediately and will vest in three equal installments commencing on April 1, 2011.
( 12)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 14, 2010.
( 13)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 14, 2010.
( 14)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 13, 2010.
( 15)  Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 12, 2014.
( 16)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 12, 2011.
( 17)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on April 13, 2011.
( 18)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on July 13, 2011.
( 19)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on October 12, 2011.
( 20)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in four equal installments commencing on December 27, 2011.
( 21)  Stock Options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 31, 2015.
( 22)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 31, 2012.

Remarks:
Exhibit-24

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Alles Mark J
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901


Chief Commercial Officer

Signatures
__/s/Robert J. Hugin, Attorney-in-fact_______ Robert J. Hugin, Attorney-in-fact 2/23/2012
** 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 5(b)(v).
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Robert J. Hugin the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Celgene Corporation, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of January, 2012.

 /s/ Mark J. Alles
Mark J. Alles