Statement of Changes in Beneficial Ownership (4)
June 17 2019 - 4:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
LOUGHLIN JAMES J
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2. Issuer Name
and
Ticker or Trading Symbol
CELGENE CORP /DE/
[
CELG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2019
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(Street)
SUMMIT, NJ 07901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/13/2019
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M
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484
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A
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$0
(1)
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39120
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D
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Common Stock
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6/14/2019
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M
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300
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A
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$0
(2)
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39420
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D
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Common Stock
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6/15/2019
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M
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375
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A
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$0
(3)
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39795
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D
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Common Stock
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6/15/2019
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M
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2066
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A
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$0
(4)
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41861
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D
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Common Stock
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1800
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I
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Family Trust
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(1)
(6)
(7)
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6/13/2019
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M
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484
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(1)
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(1)
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Common Stock
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484
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$0
(8)
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970
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D
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Restricted Stock Unit
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(2)
(6)
(9)
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6/14/2019
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M
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300
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(2)
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(2)
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Common Stock
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300
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$0
(8)
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300
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D
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Restricted Stock Unit
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(3)
(6)
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6/15/2019
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M
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375
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(3)
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(3)
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Common Stock
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375
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$0
(8)
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0
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D
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Restricted Stock Unit
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(4)
(6)
(10)
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6/15/2019
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M
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2066
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(4)
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(4)
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Common Stock
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2066
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$0
(8)
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2068
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D
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Explanation of Responses:
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(1)
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One-third of the restricted stock units granted to the reporting person on June 13, 2018 vested and settled for shares of the Company's common stock.
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(2)
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One-third of the restricted stock units granted to the reporting person on June 14, 2017 vested and settled for shares of the Company's common stock.
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(3)
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The remaining one-third of the restricted stock units granted to the reporting person on June 15, 2016 vested and settled for shares of the Company's common stock.
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(4)
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One-third of the restricted stock units granted to the reporting person on June 15, 2011 vested and settled for shares of the Company's common stock.
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(5)
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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.
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(6)
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Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
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(7)
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The remainder of the restricted stock units will vest in two annual installments as follows: 485 shares on June 13, 2020 and 485 shares on June 13, 2021. Vested shares will be delivered to the reporting person promptly after the vesting date.
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(8)
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The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).
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(9)
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The remainder of the restricted stock units will vest as follows: 300 shares on June 14, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.
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(10)
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The remainder of the restricted stock units will vest as follows: 2,068 shares on June 15, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LOUGHLIN JAMES J
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
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X
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Signatures
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/s/ Jonathan Biller, Attorney-in-Fact
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6/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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