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)
Common Stock	11/20/2019		A		8035	A	$0 ⁽¹⁾	22854	D
Common Stock	11/20/2019		A		17840	A	$0 ⁽¹⁾	40694	D
Common Stock	11/20/2019		D		40694	D	$0 ⁽²⁾	0	D
Common Stock	11/20/2019		D		1966	D	$0 ⁽²⁾	0	I	401(k) Plan

*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)	$36.36	11/20/2019		D			1750	⁽³⁾⁽⁴⁾	1/30/2022	Common Stock	1750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$36.47	11/20/2019		D			5624	⁽³⁾⁽⁴⁾	4/30/2022	Common Stock	5624	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$36.68	11/20/2019		D			5626	⁽³⁾⁽⁴⁾	10/31/2022	Common Stock	5626	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$40.22	11/20/2019		D			9000	⁽³⁾⁽⁴⁾	12/17/2022	Common Stock	9000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$49.48	11/20/2019		D			5626	⁽³⁾⁽⁴⁾	1/28/2023	Common Stock	5626	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$59.24	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	4/29/2023	Common Stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$71.33	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	7/29/2023	Common Stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$78.12	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	10/28/2023	Common Stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$81.56	11/20/2019		D			4000	⁽³⁾⁽⁴⁾	12/2/2023	Common Stock	4000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$74.30	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	2/3/2024	Common Stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$87.64	11/20/2019		D			7500	⁽³⁾⁽⁴⁾	7/28/2024	Common Stock	7500	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$103.10	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	10/27/2024	Common stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$117.18	11/20/2019		D			5000	⁽³⁾⁽⁴⁾	12/19/2024	Common Stock	5000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$118.57	11/20/2019		D			3750	⁽³⁾⁽⁴⁾	2/2/2025	Common Stock	3750	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$109.90	11/20/2019		D			5000	⁽³⁾⁽⁴⁾	5/4/2025	Common Stock	5000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$132.56	11/20/2019		D			5000	⁽³⁾⁽⁴⁾	7/27/2025	Common Stock	5000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$114.08	11/20/2019		D			5000	⁽³⁾⁽⁴⁾	11/9/2025	Common Stock	5000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$100.80	11/20/2019		D			5000	⁽³⁾⁽⁴⁾	2/1/2026	Common Stock	5000	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$104.97	11/20/2019		D			3125	⁽³⁾⁽⁴⁾	5/2/2026	Common Stock	3125	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$114.69	11/20/2019		D			3125	⁽³⁾⁽⁴⁾	8/1/2026	Common Stock	3125	$0 ⁽⁴⁾	0	D
Stock Option (right to buy)	$102.18	11/20/2019		D			6562	⁽³⁾⁽⁴⁾	10/31/2026	Common Stock	6562	$0 ⁽⁴⁾	0	D

Explanation of Responses:
(1)	Represents shares of Celgene common stock acquired 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. These shares were deemed acquired upon satisfaction of performance criteria applicable to Celgene performance-based restricted stock units at the effective time of such merger (the "Effective Time"). In accordance with the Merger Agreement, these performance-based restricted stock units were assumed by BMS and converted into service-based restricted stock units relating to BMS common stock and contingent value rights ("CVRs") in accordance with the methodology and exchange ratio set forth in the Merger Agreement.
(2)	Reflects disposition in connection with the Merger Agreement. Upon the Effective Time, each share of Celgene common stock was converted into the right to receive (i) $50.00 in cash, (ii) one share of BMS common stock, and (iii) one CVR issued by BMS subject to and in accordance with the CVR agreement, dated November 20, 2019, by and between BMS and the Equiniti Trust Company.
(3)	This option was fully exercisable.
(4)	Upon the Effective Time, these stock options were assumed by BMS and converted into options relating to BMS common stock (plus a payment of CVRs, in some cases) in accordance with the methodology and exchange ratio set forth in the Merger Agreement.

Remarks:
ONE OF TWO (1 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.