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^*

AHMED NADIM

(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)
06/13/2018

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)
	Pres., Hematology and Oncology

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	10,038	D
Common Stock	1,862	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⁾	01/30/2022	Common Stock	1,750	$36.36	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	04/30/2022	Common Stock	5,624	$36.47	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	10/31/2022	Common Stock	5,626	$36.68	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	12/17/2022	Common Stock	9,000	$40.22	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	01/28/2023	Common Stock	1,408	$49.48	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	01/28/2023	Common Stock	4,218	$49.48	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	04/29/2023	Common Stock	3,238	$59.24	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	04/29/2023	Common Stock	512	$59.24	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	07/29/2023	Common Stock	3,750	$71.33	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	10/28/2023	Common Stock	3,750	$78.12	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	12/02/2023	Common Stock	4,000	$81.56	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	02/03/2024	Common Stock	2,812	$74.3	D
Stock Option (right to buy)	⁽¹⁾⁽²⁾	02/03/2024	Common Stock	938	$74.3	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	07/28/2024	Common Stock	7,155	$87.64	D
Stock Option (right to buy)	⁽²⁾⁽⁴⁾	07/28/2024	Common Stock	345	$84.64	D
Stock Option (right to buy)	⁽²⁾⁽⁵⁾	10/27/2024	Common stock	3,750	$103.1	D
Stock Option (right to buy)	⁽²⁾⁽⁶⁾	12/19/2024	Common Stock	5,000	$117.18	D
Stock Option (right to buy)	⁽²⁾⁽⁷⁾	02/02/2025	Common Stock	2,907	$118.57	D
Stock Option (right to buy)	⁽²⁾⁽⁸⁾	02/02/2025	Common Stock	843	$118.57	D
Stock Option (right to buy)	⁽²⁾⁽⁹⁾	05/04/2025	Common Stock	5,000	$109.9	D
Stock Option (right to buy)	⁽²⁾⁽¹⁰⁾	07/27/2025	Common Stock	5,000	$132.56	D
Stock Option (right to buy)	⁽²⁾⁽¹¹⁾	11/09/2025	Common Stock	5,000	$114.08	D
Stock Option (right to buy)	⁽²⁾⁽¹²⁾	02/01/2026	Common Stock	4,008	$100.8	D
Stock Option (right to buy)	⁽²⁾⁽¹³⁾	02/01/2026	Common Stock	992	$100.8	D
Stock Option (right to buy)	⁽²⁾⁽¹⁴⁾	05/02/2026	Common Stock	3,125	$104.97	D

Explanation of Responses:

1. The option is immediately exercisable and fully vested.

2. The option was issued pursuant to the Company's 2017 Stock Incentive Plan.

3. The option is immediately exercisable and will vest as follows: 1,875 shares on July 28, 2015 (VESTED); 1,875 shares on July 28, 2016 (VESTED); 1,875 shares on July 28, 2017 (VESTED); and 1,530 shares on July 28, 2018.

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

5. The option is immediately exercisable and will vest as follows: 937 shares on October 27, 2015 (VESTED); 937 shares on October 27, 2016 (VESTED); 938 shares on October 27, 2017 (VESTED); and 938 shares on October 27, 2018.

6. The option is immediately exercisable and will vest as follows: 1,250 shares on December 19, 2015 (VESTED); 1,250 shares on December 19, 2016 (VESTED); 1,250 shares on December 19, 2017 (VESTED); and 1,250 shares on December 19, 2018.

7. The option is immediately exercisable and will vest as follows: 937 shares on February 2, 2016 (VESTED); 937 shares on February 2, 2017 (VESTED); 937 shares on February 2, 2018 (VESTED); and 95 shares on February 2, 2019.

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

9. The option is immediately exercisable and will vest as follows: 1,250 shares on May 4, 2016 (VESTED); 1,250 shares on May 4, 2017 (VESTED); 1,250 shares on May 4, 2018 (VESTED); and 1,250 shares on May 4, 2019.

10. The option is immediately exercisable and will vest as follows: 1,250 shares on July 27, 2016 (VESTED); 1,250 shares on July 27, 2017 (VESTED); 1,250 shares on July 27, 2018; and 1,250 shares on July 27, 2019.

11. The option is immediately exercisable and will vest as follows: 1,250 shares on November 9, 2016 (VESTED); 1,250 shares on November 9, 2017 (VESTED); 1,250 shares on November 9, 2018; and 1,250 shares on November 9, 2019.

12. The option is immediately exercisable and will vest as follows: 1,250 shares on February 1, 2017 (VESTED); 1,250 shares on February 1, 2018 (VESTED); 1,250 shares on February 1, 2019; and 258 shares on February 1, 2020.

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

14. The option is immediately exercisable and will vest as follows: 781 shares on May 2, 2017 (VESTED); 781 shares on May 2, 2018 (VESTED); 781 shares on May 2, 2019; and 782 shares on May 2, 2020.

	/s/ Nadim Ahmed	06/13/2018
	** 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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