0001415889-19-001377.txt : 20191122
0001415889-19-001377.hdr.sgml : 20191122
20191122073125
ACCESSION NUMBER: 0001415889-19-001377
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: Elkins David V
CENTRAL INDEX KEY: 0001451604
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34912
FILM NUMBER: 191238708
MAIL ADDRESS:
STREET 1: C/O BECTON, DICKINSON AND COMPANY
STREET 2: 1 BECTON DRIVE
CITY: FRANKLIN LAKES
STATE: NJ
ZIP: 07417
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_071113.xml
X0306
4
2019-11-20
1
0000816284
CELGENE CORP /DE/
CELG
0001451604
Elkins David V
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT
NJ
07901
false
true
false
false
EVP, CHIEF FINANCIAL OFFICER
Common Stock
2019-11-20
4
A
0
6652
0
A
20560
D
Common Stock
2019-11-20
4
A
0
11088
0
A
31648
D
Common Stock
2019-11-20
4
A
0
25484
0
A
57132
D
Common Stock
2019-11-20
4
D
0
57132
0
D
0
D
Common Stock
2019-11-20
4
D
0
195
0
D
0
I
401(k)
Stock Option (right to buy)
90.19
2019-11-20
4
D
0
103913
0
D
2028-08-01
Common Stock
103913
0
D
Restricted Stock Unit
0
2019-11-20
4
D
0
49895
0
D
Common Stock
49895
0
D
Restricted Stock Unit
0
2019-11-20
4
D
0
39642
0
D
Commo Stock
39642
0
D
Represents shares of Celgene common stock acquired 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. These shares were deemed acquired upon satisfaction of performance criteria applicable to Celgene performance-based restricted stock units at the effective time of such merger (the "Effective Time"). In accordance with the Merger Agreement, these performance-based restricted stock units were assumed by BMS and converted into service-based restricted stock units relating to BMS common stock and contingent value rights ("CVRs") in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
Reflects disposition in connection with the Merger Agreement. Upon the Effective Time, each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one CVR issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company.
This option was fully exercisable.
Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of 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.
/s/ Jonathan Biller, Attorney-in-Fact
2019-11-22