0001415889-19-001374.txt : 20191122 0001415889-19-001374.hdr.sgml : 20191122 20191122073112 ACCESSION NUMBER: 0001415889-19-001374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191120 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biller Jonathan CENTRAL INDEX KEY: 0001744749 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 191238705 MAIL ADDRESS: STREET 1: C/O CELGENE CORPORATION STREET 2: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 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 4 1 form4-11222019_071100.xml X0306 4 2019-11-20 1 0000816284 CELGENE CORP /DE/ CELG 0001744749 Biller Jonathan C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT NJ 07901 false true false false EVP AND GENERAL COUNSEL Stock Option (right to buy) 88.91 2019-11-20 4 D 0 4687 0 D 2028-07-30 Common Stock 4687 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 1563 0 D Common Stock 1563 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 6719 0 D Common Stock 6719 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 781 0 D Common Stock 781 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 8000 0 D Common Stock 8000 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 6288 0 D Common Stock 6288 0 D Restricted Stock Unit 0 2019-11-20 4 D 0 31714 0 D Common Stock 31714 0 D This option was fully exercisable. In connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS and upon the effective time of such merger (the "Effective Time"), these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of contingent value rights ("CVRs"), in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement. Each restricted stock unit represents a contingent right to receive one share of Celgene common stock. Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement. TWO OF TWO (2 OF 2) FORM 4s BEING FILED TO REPORT TRANSACTIONS OCCURRING ON NOVEMBER 20, 2019. /s/ Jonathan Biller 2019-11-22