SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

KARSEN PERRY A

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2012

3. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [ CELG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	1,000	I	IRA Account
Common Stock	162	I	401(k) Plan
Common Stock	456	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	25,000	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	10,000	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	7,777	⁽²⁾	D
Stock Options (right to buy)	⁽⁵⁾	08/02/2020	Common Stock	75,000	$56.32	D
Stock Options (right to buy)	⁽⁶⁾	08/02/2020	Common Stock	25,000	$56.32	D
Stock Options (right to buy)	⁽⁷⁾	12/27/2020	Common Stock	35,000	$59.5	D
Stock Options (right to buy)	⁽⁸⁾	12/27/2020	Common Stock	11,667	$59.5	D
Stock Options (right to buy)	⁽⁹⁾	01/31/2021	Common Stock	5,625	$51.53	D
Stock Options (right to buy)	⁽¹⁰⁾	01/31/2021	Common Stock	1,875	$51.53	D

Explanation of Responses:

1. The restricted stock units vest on August 2, 2013. Shares of common stock will be released to the reporting person on the vesting date.

2. The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan. Each share of restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. The restricted stock units vest on November 1, 2013. Shares of common stock will be released to the reporting person on the vesting date.

4. The restricted stock units vest on December 27, 2013. Shares of common stock will be released to the reporting person on the vesting date.

5. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on August 2, 2011.

6. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on August 2, 2014.

7. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on December 27, 2011.

8. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on December 27, 2014.

9. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest in three equal installments commencing on January 31, 2012.

10. Stock options granted pursuant to the Company's 2008 Stock Incentive Plan are immediately exercisable and will vest on January 31, 2015.

Remarks:

Exhibit-24

	_____/s/Robert J. Hugin, Attorney-in-fact________ Robert J. Hugin, Attorney-in-fact	02/23/2012
	** 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).
Note: 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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