Celgene Corporation
CELGENE CORP /DE/ (Form: 3/A, Received: 08/01/2017 17:34:48)
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 *

Smith Scott Andrew

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/1/2014 

3. Issuer Name and Ticker or Trading Symbol

CELGENE CORP /DE/ [CELG]

(Last)        (First)        (Middle)

86 MORRIS AVENUE, C/O CELGENE CORP

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)

8/5/2014 

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   3858   (1) D    
Common Stock   2325   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
Restricted Stock Unit     (2)   (2) Common Stock   6400     (3) D    
Restricted Stock Unit     (4)   (4) Common Stock   3750     (3) D    
Restricted Stock Unit     (5)   (5) Common Stock   10000     (3) D    
Restricted Stock Unit     (6)   (6) Common Stock   5000     (3) D    
Restricted Stock Unit     (7)   (7) Common Stock   10000     (3) D    
Restricted Stock Unit     (8)   (8) Common Stock   6666     (3) D    
Restricted Stock Unit     (9)   (9) Common Stock   6670     (3) D    
Stock Options (right to buy)     (10) 2/3/2024   Common Stock   10000   $74.30   D    
Stock Options (right to buy)     (11) 12/2/2023   Common Stock   15000   $81.55   D    
Stock Options (right to buy)     (12) 10/28/2023   Common Stock   10000   $78.115   D    
Stock Options (right to buy)     (13) 7/29/2023   Common Stock   10000   $71.33   D    
Stock Options (right to buy)     (14) 4/29/2023   Common Stock   10000   $59.235   D    
Stock Options (right to buy)     (15) 1/28/2023   Common Stock   5000   $49.475   D    
Stock Options (right to buy)     (16) 12/17/2022   Common Stock   15000   $40.22   D    
Stock Options (right to buy)     (17) 10/31/2022   Common Stock   5000   $36.675   D    
Stock Options (right to buy)     (18) 7/30/2022   Common Stock   5000   $34.70   D    
Stock Options (right to buy)     (19) 4/30/2022   Common Stock   5000   $36.465   D    
Stock Options (right to buy)     (20) 1/30/2022   Common Stock   5000   $36.36   D    
Stock Options (right to buy)     (21) 11/30/2021   Common Stock   20000   $31.54   D    
Stock Options (right to buy)     (22) 10/31/2021   Common Stock   5000   $32.415   D    
Stock Options (right to buy)     (23) 8/1/2021   Common Stock   5000   $29.235   D    
Stock Options (right to buy)     (24) 5/2/2021   Common Stock   5000   $29.89   D    
Stock Options (right to buy)     (25) 1/31/2021   Common Stock   12100   $25.765   D    
Stock Options (right to buy)     (26) 10/12/2020   Common Stock   12100   $28.94   D    
Stock Options (right to buy)     (27) 7/13/2020   Common Stock   12100   $26.17   D    
Stock Options (right to buy)     (28) 4/13/2020   Common Stock   12100   $30.74   D    
Stock Options (right to buy)     (29) 1/12/2020   Common Stock   2750   $28.495   D    
Stock Options (right to buy)     (30) 7/14/2019   Common Stock   646   $23.01   D    
Stock Options (right to buy)     (31) 4/14/2019   Common Stock   2750   $19.505   D    
Stock Options (right to buy)     (32) 1/31/2019   Common Stock   1250   $25.18   D    

Explanation of Responses:
(1)  The Form 3 filed o August 5, 2014 is amended and restated in its entirety to reflect the inadvertent omission of shares held by the reporting person on such date. There are no other changes to the Form 3 filed on August 5, 2014.
(2)  The restricted stock units vest on December 23, 2016. Vested shares will be delivered to the reporting person on the vested date.
(3)  The restricted stock units were issued pursuant to The Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013). Each restricted stock unit represents a contingent right to received one share of the Company's common stock.
(4)  The restricted stock units vest on December 2, 2016. Vested shares will be delivered to the reporting person on the vested date.
(5)  The restricted stock units vest on April 29, 2016. Vested shares will be delivered to the reporting person on the vested date.
(6)  The restricted stock units vest on December 17, 2015. Vested shares will be delivered to the reporting person on the vested date.
(7)  The restricted stock units vest on December 3, 2015. Vested shares will be delivered to the reporting person on the vested date.
(8)  The restricted stock units vest on April 30, 2015. Vested shares will be delivered to the reporting person on the vested date.
(9)  The restricted stock units vest on November 30, 2014. Vested shares will be delivered to the reporting person on the vested date.
(10)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on February 3, 2015.
(11)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on December 2, 2014.
(12)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 28, 2014.
(13)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 29, 2014.
(14)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 29, 2014.
(15)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 28, 2014.
(16)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on December 17, 2013.
(17)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 31, 2013.
(18)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 30, 2013.
(19)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 30, 2013.
(20)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 30, 2013.
(21)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on November 30, 2012.
(22)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 31, 2012.
(23)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on August 1, 2012.
(24)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on May 2, 2012.
(25)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 31, 2012.
(26)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on October 12, 2011.
(27)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 13, 2011.
(28)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 13, 2011.
(29)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 12, 2011.
(30)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on July 14, 2010.
(31)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on April 14, 2010.
(32)  Stock options granted pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) are immediately exercisable and will vest in four equal installments commencing on January 13, 2010.

Remarks:
President and Chief Operating Officer

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/Peter N. Kellogg, Attorney-in-Fact 8/1/2017
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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