Edgar Filing: CELGENE CORP /DE/

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â VESSEY RUPERT

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2016

3. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [CELG]

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION,Â 86 MORRIS AVENUE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SUMMIT,Â NJÂ 07901

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	3,650	D	Â
Common Stock	135	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	02/02/2025	Common Stock	19,142	$ 118.57	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽³⁾	05/04/2025	Common Stock	3,125	$ 109.9	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽⁴⁾	07/27/2025	Common Stock	3,125	$ 132.56	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽⁵⁾	11/09/2025	Common Stock	3,125	$ 114.08	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽⁶⁾	02/01/2026	Common Stock	3,125	$ 100.8	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽⁷⁾	05/02/2026	Common Stock	12,906	$ 104.97	D	Â
Restricted Stock Unit	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	11,246	$ ⁽⁹⁾ ⁽¹⁰⁾	D	Â
Restricted Stock Unit	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	781	$ ⁽⁹⁾ ⁽¹⁰⁾	D	Â
Restricted Stock Unit	Â ⁽¹²⁾	Â ⁽¹²⁾	Common Stock	5,350	$ ⁽⁹⁾ ⁽¹⁰⁾	D	Â
Restricted Stock Unit	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Stock	6,731	$ ⁽⁹⁾ ⁽¹⁰⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VESSEY RUPERT C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT,Â NJÂ 07901	Â	Â	Â See remarks	Â

Signatures

/s/ Rupert Vessey _________________________________________ Rupert Vessey		06/23/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
(2)	The option is immediately exercisable and will vest in four equal annual installments commencing on February 2, 2016.
(3)	The option is immediately exercisable and will vest in four equal annual installments commencing on May 4, 2016.
(4)	The option is immediately exercisable and will vest in four equal annual installments commencing on July 27, 2016.
(5)	The option is immediately exercisable and will vest in four equal annual installments commencing on November 9, 2016.
(6)	The option is immediately exercisable and will vest in four equal annual installments commencing on February 1, 2017.
(7)	The option is immediately exercisable and will vest in four equal annual installments commencing on May 2, 2017.
(8)	The restricted stock units will vest in two annual installments as follows: 5,622 shares on February 2, 2017; 5,623 shares on February 2, 2018. Vested shares will be delivered to the reporting person promptly after the vesting date.
(9)	The restricted stock unit was issued pursuant to the Company's 2008 Stock Incentive Plan (as amended and restated as of April 15, 2015).
(10)	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(11)	The restricted stock units vest on May 4, 2018. Vested shares will be delivered to the reporting person on the vesting date.
(12)	The restricted stock units vest on December 16, 2018. Vested shares will be delivered to the reporting person on the vesting date.
(13)	The restricted stock units vest on May 2, 2019. Vested shares will be delivered to the reporting person on the vesting date.
Â Remarks: President,Â ResearchÂ andÂ EarlyÂ Development

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