SEC Form 4 · accession 0001415889-18-000938
CELGENE CORP /DE/ · CELG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Casey
Director
Period of report
Jun 13, 2018
Accepted (ET)
Jun 15, 2018 · 4:16 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,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 | holding | — | — | — | 117,479 | 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 UnitF8,F6,F7 | — | Jun 13, 2018 | A | 1,454 | A | — | — | Common Stock | 1,454 | 1,454 | D |
| Stock Option (right to buy)F10,F9 | $77.38 | Jun 13, 2018 | A | 13,266 | A | — | Jun 13, 2028 | Common Stock | 13,266 | 13,266 | D |
| Restricted Stock UnitF8,F1,F6,F11 | — | Jun 14, 2018 | M | 300 | D | — | — | Common Stock | 300 | 600 | D |
| Restricted Stock UnitF8,F3,F6,F12 | — | Jun 15, 2018 | M | 375 | D | — | — | Common Stock | 375 | 375 | 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 option was issued pursuant to the Company's 2017 Stock Incentive Plan.
- F11The 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.
- F12The 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.
- F2300 shares were transferred to the Casey Family Trust U/A Dated 12/28/2004.
- 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 to the Casey Family Trust U/A Dated 12/28/2004.
- F5The 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.
- F6Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F7The 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.
- F8The restricted stock units were issued pursuant to the Company's 2017 Stock Incentive Plan.
- F9Option is immediately exercisable and will vest on the earlier of June 13, 2019 or the day preceding the date of the next stockholder meeting.