Celgene Corporation
CELGENE CORP /DE/ (Form: 4, Received: 06/16/2015 16:28:22)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

CASEY MICHAEL D
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)
(Last)          (First)          (Middle)

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

6/12/2015
(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   6/12/2015     M    2066   A $0.00   (1) 0   D    
Common Stock   6/13/2015     M    2068   A $0.00   (2) 0   D    
Common Stock                  84752   I   Family Trust   (3)

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
Restricted Stock Unit     (1) (4) (5) 6/12/2015     M         2066      (1)   (1) Common Stock   2066   $0.00   (6) 2068   D    
Restricted Stock Unit     (2) (4) 6/13/2015     M         2068      (2)   (2) Common Stock   2068   $0.00   (6) 0   D    

Explanation of Responses:
( 1)  One-third of the restricted stock units granted to the reporting person on June 12, 2013 vested and settled for shares of the Company's common stock.
( 2)  One-third of the restricted stock units granted to the reporting person on June 13, 2012 vested and settled for shares of the Company's common stock.
( 3)  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.
( 4)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 5)  The remainder of the restricted stock units will vest as follows: 2,068 shares on June 12, 2016. Vested shares will be delivered to the reporting person promptly after the vesting date.
( 6)  The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 17, 2013).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CASEY MICHAEL D
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
X



Signatures
/s/Robert J Hugin_______________________ Robert J Hugin, Attorney-in-Fact 6/16/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.