Celgene Corporation
CELGENE CORP /DE/ (Form: 4, Received: 02/14/2014 16:57:54)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FOUSE JACQUALYN A
2. Issuer Name and Ticker or Trading Symbol

CELGENE CORP /DE/ [ CELG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
see remarks
(Last)          (First)          (Middle)

C/O CELGENE CORPORATION, 86 MORRIS AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2014
(Street)

SUMMIT, NJ 07901
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/12/2014     A    416   (1) A $0.00   18205   D    
Common Stock   2/12/2014     F    416   D $160.54   17789   D    
Common Stock                  452   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom Stock     (2) 2/12/2014     A      17303         (3)   (3) Common Stock   17303     (1) 17303   D    

Explanation of Responses:
( 1)  The reporting person was awarded 17,719 shares of common stock pursuant to the 2011-2013 Long Term Incentive Plan under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013). The reporting person deferred the receipt of 17,303 shares of common stock and received instead 17,303 shares of phantom stock pursuant to the Celgene Corporation 2005 Deferred Compensation Plan.
( 2)  Each share of phantom stock represents a right to receive one share of common stock.
( 3)  The phantom stock becomes payable six months following the reporting person's termination of employment with Celgene Corporation.

Remarks:
Executive Vice President and Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FOUSE JACQUALYN A
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901


see remarks

Signatures
/s/Robert J Hugin________________ Robert J Hugin, Attorney-in-Fact 2/14/2014
** 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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