0001209191-16-128566.txt : 20160617 0001209191-16-128566.hdr.sgml : 20160617 20160617161856 ACCESSION NUMBER: 0001209191-16-128566 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160615 FILED AS OF DATE: 20160617 DATE AS OF CHANGE: 20160617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: (908)673-9000 MAIL ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAPLAN GILLA CENTRAL INDEX KEY: 0001247024 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 161720340 MAIL ADDRESS: STREET 1: C/O CELGENE CORPORATION STREET 2: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 FORMER NAME: FORMER CONFORMED NAME: KAPLAN GILLA PHD DATE OF NAME CHANGE: 20030625 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-15 0 0000816284 CELGENE CORP /DE/ CELG 0001247024 KAPLAN GILLA C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT NJ 07901 1 0 0 0 Common Stock 2016-06-15 4 M 0 6200 0.00 A 80786 D Common Stock 2016-06-17 4 M 0 333 0.00 A 81119 D Stock Option (right to buy) 99.98 2016-06-15 4 A 0 11000 0.00 A 2026-06-17 Common Stock 11000 11000 D Restricted Stock Unit 2016-06-15 4 A 0 1125 0.00 A Common Stock 1125 1125 D Restricted Stock Unit 2016-06-15 4 M 0 6200 0.00 D Common Stock 6200 0 D Restricted Stock Unit 2016-06-17 4 M 0 333 0.00 D Common Stock 333 667 D All of the restricted stock units granted to the reporting person on June 15, 2011 vested and such vested restricted stock units settled for shares of the Company's common stock. One-third of the restricted stock units granted to the reporting person on June 17, 2015 vested and settled for shares of the Company's common stock. Option is immediately exercisable and will vest on the earlier of June 15, 2017 or the day preceding the date of the next annual stockholders meeting. The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015). Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units will vest in three equal annual installments commencing on June 15, 2017. Vested shares will be delivered to the reporting person promptly after the vesting date. The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated on April 15, 2015). The remainder of the restricted stock units will vest as follows: 333 shares on June 17, 2017; 334 shares on June 17, 2018. Vested shares will be delivered to the reporting person promptly after the vesting date. /s/Robert J Hugin_______________________ Robert J Hugin, Attorney-in-Fact 2016-06-17 EX-24.4_662710 2 poa.txt POA DOCUMENT EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark J. Alles and Peter N. Kellogg the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Celgene Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. /s/ Richard Barker June 15, 2016 Richard Barker /s/ Michael W. Bonney June 15, 2016 Michael W. Bonney /s/ Michael D. Casey June 15, 2016 Michael D. Casey /s/ Carrie S. Cox June 15, 2016 Carrie S. Cox /s/ Michael A. Friedman June 15, 2016 Michael A. Friedman /s/ Julia A. Haller June 15, 2016 Julia A. Haller /s/ Gilla Kaplan June 15, 2016 Gilla Kaplan /s/ James J. Loughlin June 15, 2016 James J. Loughlin /s/ Ernest Mario June 15, 2016 Ernest Mario