FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

VESSEY RUPERT

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2016 

3. Issuer Name and Ticker or Trading Symbol

CELGENE CORP /DE/ [CELG]

(Last)        (First)        (Middle)

C/O CELGENE CORPORATION, 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 /

(Street)

SUMMIT, NJ 07901       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   3650   D    
Common Stock   135   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (1) (2) 2/2/2025   Common Stock   19142   $118.57   D    
Stock Option (right to buy)     (1) (3) 5/4/2025   Common Stock   3125   $109.90   D    
Stock Option (right to buy)     (1) (4) 7/27/2025   Common Stock   3125   $132.56   D    
Stock Option (right to buy)     (1) (5) 11/9/2025   Common Stock   3125   $114.08   D    
Stock Option (right to buy)     (1) (6) 2/1/2026   Common Stock   3125   $100.80   D    
Stock Option (right to buy)     (1) (7) 5/2/2026   Common Stock   12906   $104.97   D    
Restricted Stock Unit     (8)   (8) Common Stock   11246     (9) (10) D    
Restricted Stock Unit     (11)   (11) Common Stock   781     (9) (10) D    
Restricted Stock Unit     (12)   (12) Common Stock   5350     (9) (10) D    
Restricted Stock Unit     (13)   (13) Common Stock   6731     (9) (10) D    

Explanation of Responses:
( 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.

Remarks:
President, Research and Early Development

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VESSEY RUPERT
C/O CELGENE CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901


See remarks

Signatures
/s/ Rupert Vessey _________________________________________ Rupert Vessey 6/23/2016
** 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 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).
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 control number.
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