Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* AHMED NADIM	2. Issuer Name and Ticker or Trading Symbol CELGENE CORP /DE/ [ CELG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRES., GLOBAL HEM. AND ONC.
(Last) (First) (Middle) C/O CELGENE CORPORATION, 86 MORRIS AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 11/20/2019
(Street) SUMMIT, NJ 07901 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$113.18	11/20/2019		D			6563	⁽¹⁾⁽²⁾	1/30/2027	Common Stock	6563	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$124.06	11/20/2019		D			3125	⁽¹⁾⁽²⁾	5/1/2027	Common Stock	3125	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$135.41	11/20/2019		D			3125	⁽¹⁾⁽²⁾	7/31/2027	Common Stock	3125	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$100.97	11/20/2019		D			5000	⁽¹⁾⁽²⁾	10/30/2027	Common Stock	5000	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$103.26	11/20/2019		D			5000	⁽¹⁾⁽²⁾	1/29/2028	Common Stock	5000	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$83.13	11/20/2019		D			10548	⁽¹⁾⁽²⁾	5/8/2028	Common Stock	10548	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$88.91	11/20/2019		D			10548	⁽¹⁾⁽²⁾	7/30/2028	Common Stock	10548	$0 ⁽²⁾	0	D
Stock Option (right to buy)	$71.43	11/20/2019		D			10549	⁽¹⁾⁽²⁾	10/29/2028	Common Stock	10549	$0 ⁽²⁾	0	D
Restricted Stock Unit	$0 ⁽³⁾	11/20/2019		D			1563	⁽⁴⁾	⁽⁴⁾	Common Stock	1563	$0 ⁽⁴⁾	0	D
Restricted Stock Unit	$0 ⁽³⁾	11/20/2019		D			2500	⁽⁴⁾	⁽⁴⁾	Common Stock	2500	$0 ⁽⁴⁾	0	D
Restricted Stock Unit	$0 ⁽³⁾	11/20/2019		D			5357	⁽⁴⁾	⁽⁴⁾	Common Stock	5357	$0 ⁽⁴⁾	0	D
Restricted Stock Unit	$0 ⁽³⁾	11/20/2019		D			3348	⁽⁴⁾	⁽⁴⁾	Common Stock	3348	$0 ⁽⁴⁾	0	D
Restricted Stock Unit	$0 ⁽³⁾	11/20/2019		D			27749	⁽⁴⁾	⁽⁴⁾	Common Stock	27749	$0 ⁽⁴⁾	0	D

Explanation of Responses:
(1)	This option was fully exercisable.
(2)	In connection with the Agreement and Plan of Merger (the "Merger Agreement") dated January 2, 2019, by and among Celgene Corporation ("Celgene"), Bristol-Myers Squibb Company ("BMS"), and Burgundy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub will merge with and into Celgene, with Celgene surviving as a direct wholly owned subsidiary of BMS and upon the effective time of such merger (the "Effective Time"), these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of contingent value rights ("CVRs"), in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
(3)	Each restricted stock unit represents a contingent right to receive one share of Celgene common stock.
(4)	Upon the Effective Time, these restricted stock units were assumed by BMS and converted into restricted stock units relating to BMS common stock and CVRs in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

Remarks:
TWO OF TWO (2 OF 2) FORM 4s BEING FILED TO REPORT TRANSACTIONS OCCURRING ON NOVEMBER 20, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AHMED NADIM C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901			PRES., GLOBAL HEM. AND ONC.