Celgene Corporation
CELGENE CORP /DE/ (Form: 4, Received: 05/03/2016 16:35:25)
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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OMB Number: 3235-0287
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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 *

Alles Mark J
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
__ 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)

4/29/2016
(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   4/29/2016     M    11000   A $0.00   (1) 164636   D    
Common Stock   4/29/2016     F    5062   D $103.41   159574   D    
Common Stock                  5774   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     (1) 4/29/2016     M         11000      (1)   (1) Common Stock   11000   $0.00   (1) 0   D    
Stock Option (right to buy)   $104.97   5/2/2016     A      29669         (2) 5/2/2026   Common Stock   29669   $0.00   (3) 29669   D    
Restricted Stock Unit     (4) 5/2/2016     A      15608         (5)   (5) Common Stock   15608   $0.00   (5) 15608   D    

Explanation of Responses:
( 1)  All of the restricted stock units granted to the reporting person on April 29, 2013 vested and settled for shares of the Company's common stock.
( 2)  Option is immediately exercisable and will vest in four equal annual installments commencing on May 2, 2017.
( 3)  The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 15, 2015).
( 4)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 5)  The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015) and will vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.

Remarks:
Chief Executive Officer

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
X
See Remarks

Signatures
/s/ Mark J. Alles_______________________ 5/3/2016
** 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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