Sec Form 4 Filing - Alles Mark J @ CELGENE CORP /DE/ - 2019-11-20

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 Alles Mark 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) CEO, CHAIRMAN OF BOARD (Last) (First) (Middle) C/O CELGENE CORPORATION, 86 MORRIS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (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

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 Stock Option (right to buy) $ 102.18 11/20/2019 D 29,669 ( 1 )( 2 ) 10/31/2026 Common Stock 29,669 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 113.18 11/20/2019 D 29,669 ( 1 )( 2 ) 01/30/2027 Common Stock 29,669 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 124.06 11/20/2019 D 33,880 ( 1 )( 2 ) 05/01/2027 Common Stock 33,880 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 135.41 11/20/2019 D 33,881 ( 1 )( 2 ) 07/31/2027 Common Stock 33,881 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 100.97 11/20/2019 D 33,881 ( 1 )( 2 ) 10/30/2027 Common Stock 33,881 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 103.26 11/20/2019 D 33,881 ( 1 )( 2 ) 01/29/2028 Common Stock 33,881 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 83.13 11/20/2019 D 59,234 ( 1 )( 2 ) 05/08/2028 Common Stock 59,234 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 88.91 11/20/2019 D 59,234 ( 1 )( 2 ) 07/30/2028 Common Stock 59,234 $ 0 ( 2 ) 0 D Stock Option (right to buy) $ 71.43 11/20/2019 D 59,234 ( 1 )( 2 ) 10/29/2028 Common Stock 59,234 $ 0 ( 2 ) 0 D Restricted Stock Unit $ 0 ( 3 ) 11/20/2019 D 17,131 ( 4 ) ( 4 ) Common Stock 17,131 $ 0 ( 4 ) 0 D Restricted Stock Unit ( 4 ) $ 0 ( 3 ) 11/20/2019 D 30,079 ( 4 ) ( 4 ) Common Stock 30,079 $ 0 ( 4 ) 0 D Restricted stock Unit $ 0 ( 3 ) 11/20/2019 D 18,800 ( 4 ) ( 4 ) Common Stock 18,800 $ 0 ( 4 ) 0 D Restricted Stock Unit $ 0 ( 3 ) 11/20/2019 D 115,755 ( 4 ) ( 4 ) Common Stock 115,755 $ 0 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alles Mark J C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ07901 X CEO, CHAIRMAN OF BOARD Signatures /s/ Jonathan Biller, Attorney-in-Fact 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option was fully exercisable. ( 2 )In connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS and upon the effective time of such merger (the "Effective Time"), these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of contingent value rights ("CVRs"), in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Celgene common stock. ( 4 )Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

Remarks: TWO OF TWO (2 OF 2) FORM 4s BEING FILED TO REPORT TRANSACTIONS OCCURRING ON NOVEMBER 20, 2019.

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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