Form 3 CELGENE CORP /DE/ For: Jun 15 Filed by: PEHL MICHAEL F.
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| 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
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
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1. Name and Address of Reporting Person
*
| C/O CELGENE CORPORATION |
| 86 MORRIS AVENUE |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
06/15/2016
|
3. Issuer Name
and
Ticker or Trading Symbol
CELGENE CORP /DE/
[
CELG
]
|
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 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 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
|
1,628
|
D
|
|
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: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Stock Option (right to buy)
|
|
01/30/2022 |
Common Stock
|
938
|
36.36
|
D
|
|
|
Stock Option (right to buy)
|
|
04/30/2022 |
Common Stock
|
1,668
|
36.47
|
D
|
|
|
Stock Option (right to buy)
|
|
07/30/2022 |
Common Stock
|
1,668
|
34.7
|
D
|
|
|
Stock Option (right to buy)
|
|
10/31/2022 |
Common Stock
|
1,668
|
36.68
|
D
|
|
|
Stock Option (right to buy)
|
|
12/17/2022 |
Common Stock
|
2,500
|
40.22
|
D
|
|
|
Stock Option (right to buy)
|
|
01/28/2023 |
Common Stock
|
3,336
|
49.48
|
D
|
|
|
Stock Option (right to buy)
|
|
04/29/2023 |
Common Stock
|
3,752
|
59.23
|
D
|
|
|
Stock Option (right to buy)
|
|
07/29/2023 |
Common Stock
|
3,752
|
71.33
|
D
|
|
|
Stock Option (right to buy)
|
|
10/28/2023 |
Common Stock
|
3,752
|
78.11
|
D
|
|
|
Stock Option (right to buy)
|
|
12/02/2023 |
Common Stock
|
3,752
|
81.56
|
D
|
|
|
Stock Option (right to buy)
|
|
02/03/2024 |
Common Stock
|
5,626
|
74.3
|
D
|
|
|
Stock Option (right to buy)
|
|
07/28/2024 |
Common Stock
|
3,750
|
87.64
|
D
|
|
|
Stock Option (right to buy)
|
|
10/27/2024 |
Common Stock
|
1,875
|
103.1
|
D
|
|
|
Stock Option (right to buy)
|
|
12/19/2024 |
Common Stock
|
5,000
|
117.18
|
D
|
|
|
Stock Option (right to buy)
|
|
02/02/2025 |
Common Stock
|
2,500
|
118.57
|
D
|
|
|
Stock Option (right to buy)
|
|
05/04/2025 |
Common Stock
|
3,125
|
109.9
|
D
|
|
|
Stock Option (right to buy)
|
|
07/27/2025 |
Common Stock
|
3,125
|
132.56
|
D
|
|
|
Stock Option (right to buy)
|
|
11/09/2025 |
Common Stock
|
3,125
|
114.08
|
D
|
|
|
Stock Option (right to buy)
|
|
02/01/2026 |
Common Stock
|
3,125
|
100.8
|
D
|
|
|
Stock Option (right to buy)
|
|
05/02/2026 |
Common Stock
|
5,000
|
104.97
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
1,880
|
(22)
(23)
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
2,500
|
(22)
(23)
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
1,250
|
(22)
(23)
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
3,125
|
(22)
(23)
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
2,700
|
(22)
(23)
|
D
|
|
|
Restricted Stock Unit
|
|
|
Common Stock
|
2,500
|
(22)
(23)
|
D
|
|
| Explanation of Responses: |
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| Remarks: |
| President Hematology & Oncology |
|
/s/ Michael F. Pehl __________________________________________
Michael F. Pehl |
06/24/2016 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Robert J. Hugin, Mark J. Alles and Peter N. Kellogg the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Celgene Corporation (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
/s/ Michael F. Pehl June 20, 2016
Michael F. Pehl
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