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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (1) (2) | 06/12/2018 | M | 6,200 | (1) | (1) | Common Stock | 6,200 | $ 0 (3) | 0 | D | ||||
Stock Option (right to buy) | $ 77.38 | 06/13/2018 | A | 13,266 | (4) | 06/13/2028 | Common Stock | 13,266 | $ 0 (5) | 13,266 | D | ||||
Restricted Stock Unit | (2) | 06/13/2018 | A | 1,454 | (6) | (6) | Common Stock | 1,454 | $ 0 (7) | 1,454 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COX CARRIE SMITH C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901 |
/s/ Peter N. Kellogg, Attorney-in-Fact | 06/14/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | All of the restricted stock units granted to the reporting person on June 12, 2013 vested and such vested restricted stock units settled for shares of the Company's common stock. |
(2) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
(3) | The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan). |
(4) | Option is immediately exercisable and will vest on the earlier of June 13, 2019 or the day preceding the date of the next annual stockholder meeting. |
(5) | The option was issued pursuant to the Company's 2017 Stock Incentive Plan. |
(6) | The restricted stock units will vest in three annual installments as follows: 484 shares on June 13, 2019; 485 shares on June 13, 2020; and 485 shares on June 13, 2021. Vested shares will be delivered to the reporting person promptly after June 13, 2025 at the reporting person's election to defer receipt of such shares. |
(7) | The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan. |