SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DRAKEMAN DONALD L

(Last)

(First)

(Middle)

MEDAREX, INC.

707 STATE ROAD

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [ MEDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share								295,612	D
Common Stock, $.01 par value per share	05/17/2006		M		224,000	A	$3.43	254,000⁽⁸⁾	I	By Spouse
Common Stock, par value $.01 per share	05/17/2006		M		34,000	A	$2.25	288,000⁽⁸⁾	I	By Spouse
Common Stock, $.01 par value per share	05/17/2006		S		275,000⁽¹⁵⁾	D	$11.31	13,000	I	By Spouse
Common Stock, $.01 par value per share	05/18/2006		S		13,000⁽¹⁵⁾	D	$11.43	0	I	By Spouse
Common Stock, $.01 par value per share								43,072	I	by Children
Common Stock, $.01 par value per share								13,513	I	by Trusts⁽¹⁾
Common Stock, $.01 par value per share								57,657	I	by GRAT⁽²⁾
Common Stock, $.01 par value per share								41,546	I	By GRAT⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$3.43	11/01/1999		A		224,000		05/01/1999	10/31/2009	Common Stock	224,000	$0	224,000	D
Stock Options (Right to Buy)	$45.2	10/13/2000		A		43,788		04/13/2001	10/12/2010	Common Stock	43,788	$0	43,788	D
Stock Options (Right to Buy)	$45.2	10/13/2000		A		2,212		10/13/2001	10/12/2010	Common Stock	2,212	$0	2,212	D
Stock Options (Right to Buy)	$27.81	01/09/2001		A		116,405		07/09/2001	01/08/2011	Common Stock	116,405	$0	116,405	D
Stock Options (Right to Buy)	$27.81	01/09/2001		A		3,595		01/09/2002	01/08/2011	Common Stock	3,595	$0	3,595	D
Stock Options (Right to Buy)	$12.9	09/19/2001		A		400,000		09/19/2002⁽³⁾	09/18/2011	Common Stock	400,000	$0	400,000	D
Stock Options (Right to Buy)	$6.37	07/11/2002		A		300,000		07/11/2003⁽⁴⁾	07/10/2012	Common Stock	300,000	$0	300,000	D
Stock Options (Right to Buy)	$2.8	03/06/2003		A		107,000		03/06/2004⁽⁵⁾	03/05/2013	Common Stock	107,000	$0	107,000	D
Stock Options (Right to Buy)	$5.59	07/24/2003		A		14,000		01/24/2004	07/23/2013	Common Stock	14,000	$0	14,000	D
Stock Options (Right to Buy)	$7.155	10/14/2003		A		500,000		10/14/2004⁽⁷⁾	10/13/2013	Common Stock	500,000	$0	500,000	D
Stock Options (Right to Buy)	$5.61	07/26/2004		A		350,000		07/26/2005⁽⁹⁾	07/25/2014	Common Stock	350,000	$0	350,000	D
Phantom Stock Units⁽¹³⁾	$0⁽¹³⁾	02/08/2005		A		88,608⁽¹³⁾		02/08/2005⁽¹³⁾	02/08/2008⁽¹³⁾	Common Stock	88,608⁽¹³⁾	$0	88,608⁽¹³⁾	D
Stock Options (Right to Buy)	$9.9	09/06/2005		A		500,000		09/06/2006⁽¹¹⁾	09/05/2015	Common Stock	500,000	$0	500,000	D
Phantom Stock Units⁽¹⁴⁾	$0⁽¹⁴⁾	02/24/2006		A		46,133⁽¹⁴⁾		02/24/2006⁽¹⁴⁾	02/24/2009⁽¹⁴⁾	Common Stock	46,133⁽¹⁴⁾	$0	46,133⁽¹⁴⁾	D
Phantom Stock Units⁽¹²⁾	$0⁽¹²⁾	03/02/2004		A		64,190⁽¹²⁾		03/02/2004⁽¹²⁾	03/02/2012⁽¹²⁾	Common Stock	64,190	$0	64,190⁽¹²⁾	D
Stock option (Right to Buy)⁽⁶⁾	$37.405	08/01/2000		A		20,000		02/01/2001	07/31/2010	Common Stock, $.01 par value per share	20,000	$0.00	20,000⁽⁶⁾	I⁽⁶⁾	By Spouse⁽⁶⁾
Stock Option (Right to Buy)	$3.43	05/17/2006		M			224,000	05/01/2000	09/14/1997	Common Stock $.01 par value per share	224,000	$0.00	0	I	By Spouse
Stock option (Right to Buy)	$2.25	05/17/2006		M			34,000	03/05/1998	09/04/2007	Common Stock, $.01 par value per share	34,000	$0.00	0	I	By Spouse

Explanation of Responses:

1. Represents shares previously contributed by Dr. Drakeman to a grantor retained annuity trust, which expired by its terms on December 30, 2005. Effective December 31, 2005, these shares were placed in two separate trusts for the benefit of Dr. Drakeman's children. Dr. Lisa N. Drakeman, Dr. Drakeman's spouse, is the trustee for said trusts and exercises voting and investment control over the shares held in such trusts. Dr. Drakeman disclaims beneficial ownership of all such shares.

2. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on August 28, 2003.

3. Options representing 100,000 shares vested on September 19,2002. The remaining options vested in 36 equal monthly installments beginning on October 19,2002.

4. Options representing 75,000 shares vested on July 11, 2003. The remaining options vested in 36 equal monthly installments beginning on August 11, 2003.

5. Options representing 26,750 shares vested on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004.

6. In addition to the options set forth above, Dr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 20,000 shares of Company common stock, which are owned by Lisa N. Drakeman, Dr. Drakeman's spouse. Dr. Drakeman disclaims beneficial ownership of all such securities.

7. Options representing 125,000 shares vested on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004.

8. Represents shares acquired by Lisa N. Drakeman, Dr. Drakeman's spouse, upon exercise of certain stock options granted to Ms. Drakeman while she was employed by the Company. Also includes 30,000 shares previously held by Ms. Drakeman. Dr. Drakeman disclaims any beneficial interest in such shares.

9. Options representing 87,500 shares vested on July 26, 2005. The remaining options vest in 36 equal monthly installments beginning August 26, 2005.

10. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on September 9, 2004.

11. Options representing 125,000 shares vest on September 6, 2006. The remaining options vest in 36 equal monthly installments beginning October 6, 2006.

12. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are settled 100% in shares of the Company's common stock. These units were previously reported as being subject to settlement and distribution on March 2, 2007. On March 1, 2006, Dr. Drakeman elected to defer distribution of such phantom stock units from March 2, 2007 to March 2, 2012. Phantom stock units representing 40,744 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on March 2, 2005.

13. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 8, 2008. Phantom stock units representing 55,380 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006.

14. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 24, 2009. Phantom stock units representing 28,833 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 24, 2007.

15. Represents shares sold by Lisa N. Drakeman, Dr. Drakeman's spouse, which Ms. Drakeman had acquired upon the exercise of certain stock options granted to Ms. Drakeman while she was employed by the Company. Also includes shares previously held by Ms. Drakeman. Dr. Drakeman disclaims any beneficial interest in such shares.

	Donald L. Drakeman	05/19/2006
	** 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 4 (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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