Celgene Corporation
CELGENE CORP /DE/ (Form: 3, Received: 06/24/2016 08:23:01)
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VESSEY RUPERT

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2016 

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)
See remarks /

(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   3650   D    
Common Stock   135   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
Stock Option (right to buy)     (1) (2) 2/2/2025   Common Stock   19142   $118.57   D    
Stock Option (right to buy)     (1) (3) 5/4/2025   Common Stock   3125   $109.90   D    
Stock Option (right to buy)     (1) (4) 7/27/2025   Common Stock   3125   $132.56   D    
Stock Option (right to buy)     (1) (5) 11/9/2025   Common Stock   3125   $114.08   D    
Stock Option (right to buy)     (1) (6) 2/1/2026   Common Stock   3125   $100.80   D    
Stock Option (right to buy)     (1) (7) 5/2/2026   Common Stock   12906   $104.97   D    
Restricted Stock Unit     (8)   (8) Common Stock   11246     (9) (10) D    
Restricted Stock Unit     (11)   (11) Common Stock   781     (9) (10) D    
Restricted Stock Unit     (12)   (12) Common Stock   5350     (9) (10) D    
Restricted Stock Unit     (13)   (13) Common Stock   6731     (9) (10) D    

Explanation of Responses:
( 1)  The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
( 2)  The option is immediately exercisable and will vest in four equal annual installments commencing on February 2, 2016.
( 3)  The option is immediately exercisable and will vest in four equal annual installments commencing on May 4, 2016.
( 4)  The option is immediately exercisable and will vest in four equal annual installments commencing on July 27, 2016.
( 5)  The option is immediately exercisable and will vest in four equal annual installments commencing on November 9, 2016.
( 6)  The option is immediately exercisable and will vest in four equal annual installments commencing on February 1, 2017.
( 7)  The option is immediately exercisable and will vest in four equal annual installments commencing on May 2, 2017.
( 8)  The restricted stock units will vest in two annual installments as follows: 5,622 shares on February 2, 2017; 5,623 shares on February 2, 2018. Vested shares will be delivered to the reporting person promptly after the vesting date.
( 9)  The restricted stock unit was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
( 10)  Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 11)  The restricted stock units vest on May 4, 2018. Vested shares will be delivered to the reporting person on the vesting date.
( 12)  The restricted stock units vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.
( 13)  The restricted stock units vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.

Remarks:
President, Research and Early Development

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


See remarks

Signatures
/s/ Rupert Vessey _________________________________________ Rupert Vessey 6/23/2016
** 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 5(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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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert J. Hugin, Mark J. Alles and Peter N. Kellogg 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 (the "Company"), 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 each 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 each of 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 the date written below.

/s/ Rupert Vessey     June 20, 2016
Rupert Vessey