Sec Form 4 Filing - HUGIN ROBERT J @ CELGENE CORP /DE/ - 2016-02-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person HUGIN ROBERT J 2. Issuer Name and Ticker or Trading Symbol CELGENE CORP /DE/ [ CELG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) see remarks (Last) (First) (Middle) C/O CELGENE CORPORATION, 86 MORRIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2016 (Street) SUMMIT, NJ07901 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/12/2016 A 1,173 ( 1 ) A $ 0 1,169,484 D Common Stock 02/12/2016 F 1,173 D $ 102.45 1,168,311 D Common Stock 27,355 I 401(k) Plan Common Stock 9,600 I Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 2 ) 02/12/2016 A 48,749 ( 3 ) ( 3 ) Common Stock 48,749 ( 1 ) 48,749 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HUGIN ROBERT J C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ07901 X see remarks Signatures /s/ Robert J. Hugin ____________________________________________________ 02/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was awarded 49,922 shares of common stock pursuant to the 2013-2015 Long Term Incentive Plan under the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015). The reporting person deferred the receipt of 48,749 shares of common stock and received instead 48,749 shares of phantom stock pursuant to the Celgene Corporation 2005 Deferred Compensation Plan. ( 2 )Each share of phantom stock represents a right to receive one share of common stock. ( 3 )The phantom stock becomes payable six months following the reporting person's termination of employment with Celgene Corporation.

Remarks: Chairman and Chief Executive Officer

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).

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