Statement of Changes in Beneficial Ownership (4)
July 29 2015 - 4:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Daniel Thomas O
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2. Issuer Name
and
Ticker or Trading Symbol
CELGENE CORP /DE/
[
CELG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
see remarks
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(Last)
(First)
(Middle)
C/O CELGENE CORPORATION, 86 MORRIS AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2015
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(Street)
SUMMIT, NJ 07901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/28/2015
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M
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1720
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A
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$28.94
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57252
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D
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Common Stock
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7/28/2015
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M
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13000
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A
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$29.75
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70252
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D
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Common Stock
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7/28/2015
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M
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15000
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A
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$29.75
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85252
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D
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Common Stock
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7/28/2015
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S
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29720
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D
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$133.96
(1)
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55532
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D
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Common Stock
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7/28/2015
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M
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2292
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A
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$28.50
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57824
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D
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Common Stock
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7/28/2015
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M
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1506
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A
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$36.96
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59330
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D
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Common Stock
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7/28/2015
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M
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1720
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A
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$25.77
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61050
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D
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Common Stock
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7/28/2015
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M
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1128
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A
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$30.74
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62178
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D
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Common Stock
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3200
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I
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401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$132.56
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7/27/2015
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A
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8625
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(2)
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7/27/2025
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Common Stock
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8625
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$0.00
(3)
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8625
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D
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Stock Option (right to buy)
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$28.94
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7/28/2015
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M
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1720
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(4)
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10/12/2020
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Common Stock
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1720
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$29.75
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7/28/2015
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M
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13000
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(4)
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12/27/2020
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Common Stock
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13000
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$0.00
(3)
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10334
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D
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Stock Option (right to buy)
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$29.75
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7/28/2015
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M
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15000
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(4)
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12/27/2020
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Common Stock
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15000
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$28.50
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7/28/2015
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M
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2292
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(4)
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1/12/2020
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Common Stock
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2292
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$36.96
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7/28/2015
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M
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1506
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(4)
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3/1/2022
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Common Stock
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1506
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$25.77
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7/28/2015
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M
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1720
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(4)
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1/31/2021
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Common Stock
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1720
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$30.74
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7/28/2015
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M
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1128
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(4)
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4/13/2020
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Common Stock
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1128
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$0.00
(3)
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0
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D
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Explanation of Responses:
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(
1)
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The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person pursuant to a Rule 10b5-1 plan in multiple transactions at prices ranging from $132.75 to $135.49, inclusive. The reporting person undertakes to provide Celgene Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
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(
2)
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Option is immediately exercisable and will vest in four equal annual installments commencing on July 27, 2016.
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(
3)
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The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 15, 2015).
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(
4)
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The option was fully exercisable.
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Remarks:
President, Research and Early Development
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Daniel Thomas O
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
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see remarks
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Signatures
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/s/ Robert J. Hugin __________________________________________________________________________________
Robert J. Hugin, Attorney-in-Fact
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7/29/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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