SEC Form 4 · accession 0001415889-18-000934
CELGENE CORP /DE/ · CELG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Friedman
Director
Period of report
Jun 13, 2018
Accepted (ET)
Jun 15, 2018 · 4:12 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,F2 | Jun 14, 2018 | M | 300 | $0.00 | A | 0 | D | |
| Common StockF3,F4 | Jun 15, 2018 | M | 375 | $0.00 | A | 0 | D | |
| Common StockF5,F6 | Jun 15, 2018 | M | 2,038 | $0.00 | A | 0 | D | |
| Common StockF7 | holding | — | — | — | 18,354 | I | Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF10,F8,F9 | — | Jun 13, 2018 | A | 1,454 | A | — | — | Common Stock | 1,454 | 1,454 | D |
| Stock Option (right to buy)F12,F11 | $77.38 | Jun 13, 2018 | A | 13,266 | A | — | Jun 13, 2028 | Common Stock | 13,266 | 13,266 | D |
| Restricted Stock UnitF10,F1,F8,F13 | — | Jun 14, 2018 | M | 300 | D | — | — | Common Stock | 300 | 600 | D |
| Restricted Stock UnitF10,F3,F8,F14 | — | Jun 15, 2018 | M | 375 | D | — | — | Common Stock | 375 | 375 | D |
| Restricted Stock UnitF15,F5,F8 | — | Jun 15, 2018 | M | 2,038 | D | — | — | Common Stock | 2,038 | 0 | D |
Explanation of responses
- F1One-third of the restricted stock units granted to the reporting person on June 14, 2017 vested and settled for shares of the Company's common stock.
- F10The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan.
- F11Option is immediately exercisable and will vest on the earlier of June 13, 2019 or the day preceding the date of the next stockholder meeting.
- F12The option was issued pursuant to the Company's 2017 Stock Incentive Plan.
- F13The remainder of the restricted stock units will vest in two annual installments as follows: 300 shares on June 14, 2019 and 300 shares on June 14, 2020. Vested shares will be delivered to the reporting person promptly after the vesting date.
- F14The remainder of the restricted stock units will vest on June 15, 2019. Vested shares will be delivered to the reporting person promptly after the vesting date.
- F15The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).
- F2300 shares were transferred into the Friedman/Short Living Trust DTD 10/19/04.
- F3One-third of the restricted stock units granted to the reporting person June 15, 2016 vested and settled for shares of the Company's common stock.
- F4375 shares were transferred into the Friedman/Short Living Trust DTD 10/19/04.
- F5All of the restricted stock units granted to the reporting person on June 15, 2011 vested and such vested restricted stock units settled for shares of the Company's common stock.
- F62,038 shares were transferred into the Friedman/Short Living Trust DTD 10/19/04.
- F7The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F8Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F9The restricted stock units will vest in three annual installments as follows: 484 shares on June 13, 2019; 485 shares on June 13, 2020; and 485 shares on June 13, 2021. Vested shares will be delivered to the reporting person promptly after the vesting date.