SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JACKSON JOHN W
(Last) (First) (Middle)
C/O CELGENE CORPORATION
86 MORRIS AVENUE
(Street)
SUMMIT NJ 07901
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [ CELG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/01/2006 M 11,896 A $8.405 1,358,270 D
Common Stock 05/01/2006 F 2,390(1) D $41.82 1,355,880 D
Common Stock 05/01/2006 M 8,988 A $11.125 1,364,868 D
Common Stock 05/01/2006 F 2,390(2) D $41.82 1,362,478 D
Common Stock 05/01/2006 M 600,000 A $16.3438 1,962,478 D
Common Stock 05/01/2006 F 403,902(3) D $41.82 1,558,576 D
Common Stock 05/01/2006 M 212,100 A $8.405 1,770,676 D
Common Stock 05/01/2006 F 121,178(4) D $41.82 1,649,498 D
Common Stock 05/01/2006 M 100,000 A $11.2775 1,749,498 D
Common Stock 05/01/2006 F 60,817(5) D $41.82 1,688,681 D
Common Stock 05/01/2006 M 100,000 A $11.2075 1,788,681 D
Common Stock 05/01/2006 F 60,727(6) D $41.82 1,727,954 D
Common Stock 05/01/2006 M 391,012 A $11.125 2,118,966 D
Common Stock 05/01/2006 F 237,039(7) D $41.82 1,881,927 D
Common Stock 05/01/2006 M 100,000 A $13.0925 1,981,927 D
Common Stock 05/01/2006 F 63,146(8) D $41.82 1,918,781 D
Common Stock 05/01/2006 M 66,666 A $14.1625 1,985,447 D
Common Stock 05/01/2006 F 43,012(9) D $41.82 1,942,435 D
Common Stock 3,000 I Trust for son(10)
Common Stock 3,264 I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $8.405 05/01/2006 M 11,896 (11) 06/10/2013 Common Stock 11,896 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 2,390 11/01/2006 06/10/2013 Common Stock 2,390 $0 2,390 D
Employee Stock Option (right to buy) $11.125 05/01/2006 M 8,988 (11) 01/21/2014 Common Stock 8,988 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 2,390 11/01/2006 01/21/2014 Common Stock 2,390 $0 2,390 D
Employee Stock Option (right to buy) $16.3438 05/01/2006 M 600,000 (11) 09/19/2010 Common Stock 600,000 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 403,902 11/01/2006 09/19/2010 Common Stock 403,902 $0 403,902 D
Employee Stock Option (right to buy) $8.405 05/01/2006 M 212,100 (11) 06/10/2013 Common Stock 212,100 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 121,178 11/01/2006 06/10/2013 Common Stock 121,178 $0 121,178 D
Employee Stock Option (right to buy) $11.2775 05/01/2006 M 100,000 (11) 09/15/2013 Common Stock 100,000 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 60,817 11/01/2006 09/15/2013 Common Stock 60,817 $0 60,817 D
Employee Stock Option (right to buy) $11.2075 05/01/2006 M 100,000 (11) 12/15/2013 Common Stock 100,000 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 60,727 11/01/2006 12/15/2013 Common Stock 60,727 $0 60,727 D
Employee Stock Option (right to buy) $11.125 05/01/2006 M 391,012 (11) 01/21/2014 Common Stock 391,012 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 237,039 11/01/2006 01/21/2014 Common Stock 237,039 $0 237,039 D
Employee Stock Option (right to buy) $13.0925 05/01/2006 M 100,000 (11) 04/06/2014 Common Stock 100,000 $0 0 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 63,146 11/01/2006 04/06/2014 Common Stock 63,146 $0 63,146 D
Employee Stock Option (right to buy) $14.1625 05/01/2006 M 66,666 (11) 07/06/2014 Common Stock 66,666 $0 33,334 D
Employee Stock Option (right to buy) $41.82 05/01/2006 A 43,012 11/01/2006 07/06/2014 Common Stock 43,012 $0 43,012 D
Explanation of Responses:
1. This transaction reflects the exercise of options resulting in the acquisition of 9,506 shares. No shares were sold in the open market.
2. This transaction reflects the exercise of options resulting in the acquisition of 6,598 shares. No shares were sold in the open market.
3. This transaction reflects the exercise of options resulting in the acquisition of 196,098 shares. No shares were sold in the open market.
4. This transaction reflects the exercise of options resulting in the acquisition of 90,922 shares. No shares were sold in the open market.
5. This transaction reflects the exercise of options resulting in the acquisition of 39,183 shares. No shares were sold in the open market.
6. This transaction reflects the exercise of options resulting in the acquisition of 39,273 shares. No shares were sold in the open market.
7. This transaction reflects the exercise of options resulting in the acquisition of 153,973 shares. No shares were sold in the open market.
8. This transaction reflects the exercise of options resulting in the acquisition of 36,854 shares. No shares were sold in the open market.
9. This transaction reflects the exercise of options resulting in the acquisition of 23,654 shares. No shares were sold in the open market.
10. Reporting person's spouse serves as a trustee. 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.
11. Grant is fully exercisable.
/s/ Robert J. Hugin, Attorney-in-Fact 05/03/2006
** 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 4 (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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