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^*

Curran Terrie

(Last)

(First)

(Middle)

86 MORRIS AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2017

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)
	See remarks

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	4,710	D
Common Stock	599	I	401(k) Plan

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)
Stock Option (right to buy)	⁽¹⁾⁽²⁾	05/01/2023	Common Stock	6,572	$58.33	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	05/01/2023	Common Stock	3,428	$58.33	D
Stock Option (right to buy)	⁽¹⁾⁽³⁾	12/02/2023	Common Stock	3,750	$81.56	D
Stock Option (right to buy)	⁽¹⁾⁽⁴⁾	07/28/2024	Common Stock	6,359	$87.64	D
Stock Option (right to buy)	⁽¹⁾⁽⁵⁾	07/28/2024	Common Stock	1,141	$87.64	D
Stock Option (right to buy)	⁽¹⁾⁽⁶⁾	10/27/2024	Common Stock	5,000	$103.1	D
Stock Option (right to buy)	⁽¹⁾⁽⁷⁾	12/19/2024	Common Stock	7,050	$117.18	D
Stock Option (right to buy)	⁽¹⁾⁽⁸⁾	02/02/2025	Common Stock	4,157	$118.57	D
Stock Option (right to buy)	⁽¹⁾⁽⁹⁾	02/02/2025	Common Stock	843	$118.57	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁰⁾	05/04/2025	Common Stock	2,500	$109.9	D
Stock Option (right to buy)	⁽¹⁾⁽¹¹⁾	07/27/2025	Common Stock	2,500	$132.56	D
Stock Option (right to buy)	⁽¹⁾⁽¹²⁾	11/09/2025	Common Stock	2,500	$114.08	D
Stock Option (right to buy)	⁽¹⁾⁽¹³⁾	02/01/2026	Common Stock	1,875	$100.8	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁴⁾	02/01/2026	Common Stock	625	$100.8	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁵⁾	05/02/2026	Common Stock	2,773	$104.97	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁶⁾	05/02/2026	Common Stock	352	$104.97	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁷⁾	08/01/2026	Common Stock	3,125	$114.69	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁸⁾	10/31/2026	Common Stock	6,562	$102.18	D
Stock Option (right to buy)	⁽¹⁾⁽¹⁹⁾	01/30/2027	Common Stock	5,680	$113.18	D
Stock Option (right to buy)	⁽¹⁾⁽²⁰⁾	01/30/2027	Common Stock	883	$113.18	D
Stock Option (right to buy)	⁽¹⁾⁽²¹⁾	05/01/2027	Common Stock	6,776	$124.06	D
Restricted Stock Unit	⁽²²⁾	⁽²²⁾	Common Stock	1,500	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽²⁵⁾	⁽²⁵⁾	Common Stock	1,765	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽²⁶⁾	⁽²⁶⁾	Common Stock	2,500	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽²⁷⁾	⁽²⁷⁾	Common Stock	2,500	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽²⁸⁾	⁽²⁸⁾	Common Stock	1,563	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽²⁹⁾	⁽²⁹⁾	Common Stock	3,281	⁽²³⁾⁽²⁴⁾	D
Restricted Stock Unit	⁽³⁰⁾	⁽³⁰⁾	Common Stock	3,426	⁽²³⁾⁽²⁴⁾	D

Explanation of Responses:

1. The option was issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015)).

2. The option is immediately exercisable and is fully vested.

3. The option is immediately exercisable and will fully vest on December 2, 2017.

4. The option is immediately exercisable and will vest in two annual installments as follows: 2,500 shares on July 28, 2017 and 1,359 shares on July 28, 2018.

5. The option is immediately exercisable and will fully vest on July 28, 2018.

6. The option is immediately exercisable and will vest in two equal annual installments commencing on October 27, 2017.

7. The option is immediately exercisable and will vest in two annual installments as follows: 1,763 shares on December 19, 2017 and 1,763 shares on December 19, 2018.

8. The option is immediately exercisable and will vest in two annual installments as follows: 1,250 shares on February 2, 2018 and 407 shares on February 2, 2019.

9. The option is immediately exercisable and will fully vest on February 2, 2019.

10. The option is immediately exercisable and will vest in two equal annual installments commencing on May 4, 2018.

11. The option is immediately exercisable and will vest in three equal annual installments commencing on July 27, 2017.

12. The option is immediately exercisable and will vest in three equal annual installments commencing on November 9, 2017.

13. The option is immediately exercisable and will vest in two equal annual installments commencing on on February 1, 2018.

14. The option is immediately exercisable and will fully vest on February 1, 2020.

15. The option is immediately exercisable and will vest in three annual installments as follows: 781 shares on May 2, 2018, 781 shares on May 2, 2019, and 430 shares on May 2, 2020.

16. The option is immediately exercisable and will fully vest on May 2, 2020.

17. The option is immediately exercisable and will vest in four annual installments as follows: 781 shares on August 1, 2017, 781 shares on August 1, 2018, 781 shares on August 1, 2019, and 782 shares on August 1, 2020.

18. The option is immediately exercisable and will vest in four annual installments as follows: 1,640 shares on October 31, 2017; 1,640 shares on October 31, 2018; 1,641 shares on October 31, 2019, and 1,641 shares on October 31, 2020.

19. The option is immediately exercisable and will vest in four annual installments as follows: 1,640 shares on January 30, 2018, 1,641 shares on January 30, 2019, 1,641 shares on January 30, 2020, and 758 shares on January 30, 2021.

20. The option is immediately exercisable and will fully vest on January 30, 2021.

21. The option is immediately exercisable and will vest in four equal annual installments commencing on May 1, 2018.

22. The restricted stock units will vest on August 1, 2017. Vested shares will be delivered to the reporting person promptly after the vesting date.

23. The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015)).

24. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

25. The restricted stock units will vest on December 19, 2017. Vested shares will be delivered to the reporting person on the vesting date.

26. The restricted stock units will vest on May 4, 2018. Vested shares will be delivered to the reporting person on the vesting date.

27. The restricted stock units will vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.

28. The restricted stock units will vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.

29. The restricted stock units will vest on October 31, 2019. Vested shares will be delivered to the reporting person on the vesting date.

30. The restricted stock units will vest on May 1, 2020. Vested shares will be delivered to the reporting person on the vesting date.

Remarks:

President Inflammation & Immunology

	/s/ Terrie J. Curran	06/23/2017
	** 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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