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