SEC Form 4 · accession 0001209191-15-062824
CELGENE CORP /DE/ · CELG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas O Daniel
Officer — see remarks
Period of report
Jul 27, 2015
Accepted (ET)
Jul 29, 2015 · 4:29 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 Stock | Jul 28, 2015 | M | 1,720 | $28.94 | A | 57,252 | D | |
| Common Stock | Jul 28, 2015 | M | 13,000 | $29.75 | A | 70,252 | D | |
| Common Stock | Jul 28, 2015 | M | 15,000 | $29.75 | A | 85,252 | D | |
| Common StockF1 | Jul 28, 2015 | S | 29,720 | $133.96 | D | 55,532 | D | |
| Common Stock | Jul 28, 2015 | M | 2,292 | $28.50 | A | 57,824 | D | |
| Common Stock | Jul 28, 2015 | M | 1,506 | $36.96 | A | 59,330 | D | |
| Common Stock | Jul 28, 2015 | M | 1,720 | $25.77 | A | 61,050 | D | |
| Common Stock | Jul 28, 2015 | M | 1,128 | $30.74 | A | 62,178 | D | |
| Common Stock | holding | — | — | — | 3,200 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F2 | $132.56 | Jul 27, 2015 | A | 8,625 | A | — | Jul 27, 2025 | Common Stock | 8,625 | 8,625 | D |
| Stock Option (right to buy)F3,F4 | $28.94 | Jul 28, 2015 | M | 1,720 | D | — | Oct 12, 2020 | Common Stock | 1,720 | 0 | D |
| Stock Option (right to buy)F3,F4 | $29.75 | Jul 28, 2015 | M | 13,000 | D | — | Dec 27, 2020 | Common Stock | 13,000 | 10,334 | D |
| Stock Option (right to buy)F3,F4 | $29.75 | Jul 28, 2015 | M | 15,000 | D | — | Dec 27, 2020 | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $28.50 | Jul 28, 2015 | M | 2,292 | D | — | Jan 12, 2020 | Common Stock | 2,292 | 0 | D |
| Stock Option (right to buy)F3,F4 | $36.96 | Jul 28, 2015 | M | 1,506 | D | — | Mar 1, 2022 | Common Stock | 1,506 | 0 | D |
| Stock Option (right to buy)F3,F4 | $25.77 | Jul 28, 2015 | M | 1,720 | D | — | Jan 31, 2021 | Common Stock | 1,720 | 0 | D |
| Stock Option (right to buy)F3,F4 | $30.74 | Jul 28, 2015 | M | 1,128 | D | — | Apr 13, 2020 | Common Stock | 1,128 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person pursuant to a Rule 10b5-1 plan in multiple transactions at prices ranging from $132.75 to $135.49, inclusive. The reporting person undertakes to provide Celgene Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
- F2Option is immediately exercisable and will vest in four equal annual installments commencing on July 27, 2016.
- F3The option was issued pursuant to the Company's 2008 Stock Incentive Plan (as Amended and Restated as of April 15, 2015).
- F4The option was fully exercisable.
Remarks
President, Research and Early Development