SEC Form 4 · accession 0001415889-18-000935
CELGENE CORP /DE/ · CELG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Loughlin
Director
Period of report
Jun 13, 2018
Accepted (ET)
Jun 15, 2018 · 4:13 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 | Jun 14, 2018 | M | 300 | $0.00 | A | 34,661 | D | |
| Common StockF2 | Jun 15, 2018 | M | 375 | $0.00 | A | 35,036 | D | |
| Common StockF3 | Jun 15, 2018 | M | 2,066 | $0.00 | A | 37,102 | D | |
| Common StockF4 | holding | — | — | — | 1,800 | 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 UnitF7,F5,F6 | — | Jun 13, 2018 | A | 1,454 | A | — | — | Common Stock | 1,454 | 1,454 | D |
| Stock Option (right to buy)F9,F8 | $77.38 | Jun 13, 2018 | A | 13,266 | A | — | Jun 13, 2028 | Common Stock | 13,266 | 13,266 | D |
| Restricted Stock UnitF7,F1,F5,F10 | — | Jun 14, 2018 | M | 300 | D | — | — | Common Stock | 300 | 600 | D |
| Restricted Stock UnitF7,F2,F5,F11 | — | Jun 15, 2018 | M | 375 | D | — | — | Common Stock | 375 | 375 | D |
| Restricted Stock UnitF13,F3,F5,F12 | — | Jun 15, 2018 | M | 2,066 | D | — | — | Common Stock | 2,066 | 4,134 | 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 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.
- F11The 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.
- F12The remainder of the restricted stock units will vest in annual installments as follows: 2,066 shares on June 15, 2019 and 2,068 shares on June 15, 2020. Vested shares will be delivered promptly to the reporting person after the vesting date.
- F13The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan (formerly known as the Company's 2008 Stock Incentive Plan).
- F2One-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.
- F3One-third 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.
- F4The 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.
- F5Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F6The 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.
- F7The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan.
- F8Option is immediately exercisable and will vest on the earlier of June 13, 2019 or the day preceding the date of the next stockholder meeting.
- F9The option was issued pursuant to the Company's 2017 Stock Incentive Plan.