SEC Form 4 · accession 0001209191-15-038609
CELGENE CORP /DE/ · CELG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Andrew Smith
Officer — See Remarks
Period of report
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 7:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000816284
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 30, 2015 | M | 6,666 | $0.00 | A | 22,510 | D | |
| Common Stock | Apr 30, 2015 | F | 3,077 | $108.06 | D | 19,433 | D | |
| Common Stock | holding | — | — | — | 2,503 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F1 | — | Apr 30, 2015 | M | 6,666 | D | — | — | Common Stock | 6,666 | 0 | D |
| Stock Option (right to buy)F4,F3 | $109.90 | May 4, 2015 | A | 8,625 | A | — | May 4, 2025 | Common Stock | 8,625 | 8,625 | D |
| Restricted Stock UnitF2,F5 | — | May 4, 2015 | A | 3,500 | A | — | May 4, 2018 | Common Stock | 3,500 | 3,500 | D |
Explanation of responses
- F1All of the restricted stock units granted to the reporting person on April 30, 2012 vested and settled for shares of the Company's common stock.
- F2The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 17, 2013). Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F3Option is immediately exercisable and will vest in four equal annual installments commencing on May 4, 2016.
- F4The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 17, 2013).
- F5The restricted stock units were issued pursuant to the Company's 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013) and vest on May 4, 2018. Vested shares will be delivered to the reporting person on the vesting date.
Remarks
President, Inflammation & Immunology