FORM 4
[X] 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 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
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1. Name and Address of Reporting Person * | 2. Issuer Name and Ticker or Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer |
(Check all applicable) |
VESSEY RUPERT | CELGENE CORP /DE/ [ CELG ] | _____ Director | _____ 10% Owner | |||||||||||
(Last) | (First) | (Middle) | 3. Date of Earliest Transaction (MM/DD/YYYY) | |||||||||||
__X__ Officer (give title below) | _____ Other (specify below) | |||||||||||||
C/O CELGENE CORPORATION, 86 | 11/20/2019 | PRES., RESEARCH AND EARLY DEV. | ||||||||||||
MORRIS AVENUE | ||||||||||||||
(Street) | 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line) | |||||||||||||
SUMMIT, NJ 07901 | _X _ Form filed by One Reporting Person | |||||||||||||
(City) | (State) | (Zip) | ___ Form filed by More than One Reporting Person | |||||||||||
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||
1.Title of Security | 2. Trans. Date | 2A. Deemed | 3. Trans. Code | 4. Securities Acquired (A) | 5. Amount of Securities Beneficially Owned | 6. | 7. Nature | |||||||
(Instr. 3) | Execution | (Instr. 8) | or Disposed of (D) | Following Reported Transaction(s) | Ownership | of Indirect | ||||||||
Date, if any | (Instr. 3, 4 and 5) | (Instr. 3 and 4) | Form: | Beneficial | ||||||||||
Direct (D) | Ownership | |||||||||||||
or Indirect | (Instr. 4) | |||||||||||||
(A) or | (I) (Instr. | |||||||||||||
Code | V | Amount | (D) | Price | 4) | |||||||||
Common Stock | 11/20/2019 | A | 8634 | A | $0 (1) | 22812 | D | |||||||
Common Stock | 11/20/2019 | A | 13906 | A | $0 (1) | 36718 | D | |||||||
Common Stock | 11/20/2019 | A | 24209 | A | $0 (1) | 60927 | D | |||||||
Common Stock | 11/20/2019 | D | 60927 | D | $0 (2) | 0 | D | |||||||
Common Stock | 11/20/2019 | D | 613 | D | $0 (2) | 0 | I | 401(k) | ||||||
Plan | ||||||||||||||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate | 2. | 3. Trans. | 3A. Deemed | 4. Trans. | 5. Number of | 6. Date Exercisable and | 7. Title and Amount of | 8. Price of | 9. Number of | 10. | 11. Nature | |||||
Security | Conversion | Date | Execution | Code | Derivative | Expiration Date | Securities Underlying | Derivative | derivative | Ownership | of Indirect | |||||
(Instr. 3) | or Exercise | Date, if any | (Instr. 8) | Securities Acquired | Derivative Security | Security | Securities | Form of | Beneficial | |||||||
Price of | (A) or Disposed of | (Instr. 3 and 4) | (Instr. 5) | Beneficially | Derivative | Ownership | ||||||||||
Derivative | (D) | Owned | Security: | (Instr. 4) | ||||||||||||
Security | (Instr. 3, 4 and 5) | Following | Direct (D) | |||||||||||||
Reported | or Indirect | |||||||||||||||
Date | Expiration | Amount or | ||||||||||||||
Transaction(s) | (I) (Instr. | |||||||||||||||
Title | Number of | |||||||||||||||
Exercisable | Date | (Instr. 4) | 4) | |||||||||||||
Code | V | (A) | (D) | Shares | ||||||||||||
Stock Option | $118.57 | 11/20/2019 | D | 19142 | (3)(4) | 2/2/2025 | Common | 19142 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $109.90 | 11/20/2019 | D | 3125 | (3)(4) | 5/4/2025 | Common | 3125 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $132.56 | 11/20/2019 | D | 3125 | (3)(4) | 7/27/2025 | Common | 3125 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $114.08 | 11/20/2019 | D | 3125 | (3)(4) | 11/9/2025 | Common | 3125 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $100.80 | 11/20/2019 | D | 2344 | (3)(4) | 2/1/2026 | Common | 2344 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $104.97 | 11/20/2019 | D | 9680 | (3)(4) | 5/2/2026 | Common | 9680 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $114.69 | 11/20/2019 | D | 12906 | (3)(4) | 8/1/2026 | Common | 12906 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $102.18 | 11/20/2019 | D | 31210 | (3)(4) | 10/31/2026 | Common | 31210 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $113.18 | 11/20/2019 | D | 12906 | (3)(4) | 1/30/2027 | Common | 12906 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $124.06 | 11/20/2019 | D | 11384 | (3)(4) | 5/1/2027 | Common | 11384 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $135.41 | 11/20/2019 | D | 11384 | (3)(4) | 7/31/2027 | Common | 11384 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $100.97 | 11/20/2019 | D | 26308 | (3)(4) | 10/30/2027 | Common | 26308 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Stock Option | $103.26 | 11/20/2019 | D | 11384 | (3)(4) | 1/29/2028 | Common | 11384 | $0 (4) | 0 | D | |||||
(right to buy) | Stock | |||||||||||||||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate | 2. | 3. Trans. | 3A. Deemed | 4. Trans. | 5. Number of | 6. Date Exercisable and | 7. Title and Amount of | 8. Price of | 9. Number of | 10. | 11. Nature | ||||||
Security | Conversion | Date | Execution | Code | Derivative | Expiration Date | Securities Underlying | Derivative | derivative | Ownership | of Indirect | ||||||
(Instr. 3) | or Exercise | Date, if any | (Instr. 8) | Securities Acquired | Derivative Security | Security | Securities | Form of | Beneficial | ||||||||
Price of | (A) or Disposed of | (Instr. 3 and 4) | (Instr. 5) | Beneficially | Derivative | Ownership | |||||||||||
Derivative | (D) | Owned | Security: | (Instr. 4) | |||||||||||||
Security | (Instr. 3, 4 and 5) | Following | Direct (D) | ||||||||||||||
Reported | or Indirect | ||||||||||||||||
Date | Expiration | Amount or | |||||||||||||||
Transaction(s) | (I) (Instr. | ||||||||||||||||
Title | Number of | ||||||||||||||||
Exercisable | Date | (Instr. 4) | 4) | ||||||||||||||
Code | V | (A) | (D) | Shares | |||||||||||||
Stock Option | $83.13 | 11/20/2019 | D | 18257 | (3)(4) | 5/8/2028 | Common | 18257 | $0 (4) | 0 | D | ||||||
(right to buy) | Stock | ||||||||||||||||
Stock Option | $88.91 | 11/20/2019 | D | 18257 | (3)(4) | 7/30/2028 | Common | 18257 | $0 (4) | 0 | D | ||||||
(right to buy) | Stock | ||||||||||||||||
Stock Option | $71.43 | 11/20/2019 | D | 18257 | (3)(4) | 10/29/2028 | Common | 18257 | $0 (4) | 0 | D | ||||||
(right to buy) | Stock | ||||||||||||||||
Restricted Stock | $0 | 11/20/2019 | D | 5756 | Common | 5756 | $0 (6) | 0 | D | ||||||||
Unit | Stock | ||||||||||||||||
Restricted Stock | $0 | 11/20/2019 | D | 3120 | Common | 3120 | $0 (6) | 0 | D | ||||||||
Unit | Stock | ||||||||||||||||
Restricted Stock | $0 | 11/20/2019 | D | 9271 | Common | 9271 | $0 (6) | 0 | D | ||||||||
Unit | Stock | ||||||||||||||||
Restricted Stock | $0 | 11/20/2019 | D | 5794 | Common | 5794 | $0 (6) | 0 | D | ||||||||
Unit | Stock | ||||||||||||||||
Restricted Stock | $0 | 11/20/2019 | D | 37660 | Common | 37660 | $0 (6) | 0 | D | ||||||||
Unit | Stock | ||||||||||||||||
Explanation of Responses:
- Represents shares of Celgene common stock acquired 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. These shares were deemed acquired upon satisfaction of performance criteria applicable to Celgene performance-based restricted stock units at the effective time of such merger (the "Effective Time"). In accordance with the Merger Agreement, these performance-based restricted stock units were assumed by BMS and converted into service-based restricted stock units relating to BMS common stock and contingent value rights ("CVRs") in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
- Reflects disposition in connection with the Merger Agreement. Upon the Effective Time, each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one CVR issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company.
- This option was fully exercisable.
- Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
- Each restricted stock unit represents a contingent right to receive one share of Celgene common stock.
- 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.
Reporting Owners
Reporting Owner Name / Address | Relationships | |
Director 10% Owner Officer | Other | |
VESSEY RUPERT
C/O CELGENE CORPORATIONPRES., RESEARCH AND EARLY DEV. 86 MORRIS AVENUE
SUMMIT, NJ 07901
Signatures | ||
/s/ Jonathan Biller, Attorney-in-Fact | 11/22/2019 | |
**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).
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Disclaimer
Celgene Corporation published this content on 22 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2019 13:11:05 UTC