Celgene Corporation
CELGENE CORP /DE/ (Form: 4, Received: 12/18/2015 16:24:20)
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 *

Smith Scott Andrew
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)

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

12/16/2015
(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   12/17/2015     M    5000   A $0.00   (1) 29248   D    
Common Stock   12/17/2015     F    2592   D $112.17   26656   D    
Common Stock                  2503   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
Restricted Stock Unit     (2) 12/16/2015     A      8036         (3) 12/16/2018   Common Stock   8036   $0.00   (2) 8036   D    
Restricted Stock Unit     (1) 12/17/2015     (2) M         5000      (1)   (2) Common Stock   5000   $0.00   (2) 5000   D    

Explanation of Responses:
( 1)  All of the restricted stock units granted to the reporting person on December 17, 2012 vested and settled for shares of the Company's common stock.
( 2)  The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 15, 2015). Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 3)  The restricted stock units vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.

Remarks:
President Inflammation & Immunology

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith Scott Andrew
86 MORRIS AVENUE
C/O CELGENE CORP
SUMMIT, NJ 07901


See Remarks

Signatures
/s/ Robert J. Hugin ______________________________________________ Robert J. Hugin, Attorney-in-Fact 12/18/2015
** 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).
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