SEC FORM 4

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^*

RAMANATHAN ERIK

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMCLONE SYSTEMS INC/DE [ IMCL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, LEGAL & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (RIGHT TO BUY)	$34.14	01/18/2006		A		2,567		01/18/2007	01/17/2016	COMMON STOCK	2,567	$0	2,567	D
STOCK OPTION (RIGHT TO BUY)	$34.14	01/18/2006		A		2,567		01/18/2008	01/17/2016	COMMON STOCK	2,567	$0	5,134	D
STOCK OPTION (RIGHT TO BUY)	$34.14	01/18/2006		A		2,566		01/18/2009	01/17/2016	COMMON STOCK	2,566	$0	7,700	D
PERFORMANCE RIGHTS	$32.99	01/18/2006		A		$62,500⁽¹⁾		12/31/2007⁽²⁾	12/31/2007	COMMON STOCK	$62,500⁽³⁾	$0	$62,500⁽³⁾	D
PERFORMANCE RIGHTS	$32.99	01/18/2006		A		$62,500⁽¹⁾		12/31/2008⁽²⁾	12/31/2008	COMMON STOCK	$62,500⁽³⁾	$0	$62,500⁽³⁾	D

Explanation of Responses:

1. On 1/18/06, the reporting person received a target cash award opportunity under the ImClone Systems 2006-2008 Retention Plan for the two performance periods commencing on 1/1/06 and ending on, respectively, 12/31/07 and 08. The amount of award received by the reporting person will be calculated at the end of the performance period by comparing the Company's share price at the beginning of the performance period with the Company's share price at the end of the performance period based on a 30-day average. The cash bonus for the reporting person will generally be calculated by adjusting the target award opportunity between 100% and 150% based on any Company share price increase. No bonus will be payable in respect of the performance period if the Company's share price at the conclusion of the performance period is less than the share price at the beginning of the performance period.

2. Cash bonuses under the plan are payable following the end of the performance period, provided that the reporting person remains continuously employed by the Company through that date. Special rules apply in the event of a change in control during the performance period, and in the event the reporting person's employment terminates during the performance period due to death or disability.

3. The numbers reported herein are cash amounts calculated based on the 100% target. If based on the 150% target, this amount would equal $93,750.

	ERIK D. RAMANATHAN	01/20/2006
	** 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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