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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (right to buy) | $ 1.6 | 03/07/2008 | D | 12,500 | 11/30/2001 | 11/30/2011 | Common Stock | 12,500 | (6) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 1.6 | 03/07/2008 | D | 1,250 | 04/17/2002 | 04/17/2012 | Common Stock | 1,250 | (7) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 2.4 | 03/07/2008 | D | 12,500 | 02/11/2003 | 02/11/2013 | Common Stock | 12,500 | (8) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 2.4 | 03/07/2008 | D | 5,000 | 04/17/2003 | 04/17/2013 | Common Stock | 5,000 | (9) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 38.98 | 03/07/2008 | D | 5,000 | 06/01/2004 | 05/31/2014 | Common Stock | 5,000 | (10) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 20.33 | 03/07/2008 | D | 5,000 | 06/01/2005 | 05/31/2015 | Common Stock | 5,000 | (11) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 18.65 | 03/07/2008 | D | 7,500 | 06/08/2006 | 06/07/2016 | Common Stock | 7,500 | (12) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 31.27 | 03/07/2008 | D | 7,500 | 06/06/2007 | 06/06/2017 | Common Stock | 7,500 | (13) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARRETT M JAMES 1119 ST. PAUL STREET BALTIMORE, MD 21202 |
X | |||
| /s/ Shawn Conway, attorney-in-fact | 03/19/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for $25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger. |
| (2) | The securities are held jointly by the Reporting Person and April Barrett. |
| (3) | Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for 25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger. |
| (4) | The Reporting Person is a member of New Enterprise Associates LLC ("NEA LLC"), which is the beneficial owner of the securities. The Reporting Person disclaims onwership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA LLC, except to the extent of his pecurniary interest therein. |
| (5) | Disposed of pursuant to the Agreement and Plan or Merger, dated November 18, 2007, by and between Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC in exchange for $25.00 and 0.8367 shares of common stock of Celgene Corporation having a market value of $47.49 on the effective date of the merger. |
| (6) | These options were cancelled in the merger in exchange for $305,654.13 and 10,227 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (7) | These options were cancelled in the merger in exchange for $30,605.15 and 1,022 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (8) | These options were cancelled in the merger in exchange for $302,181.53 and 10,112 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (9) | These options were cancelled in the merger in exchange for $120,918.02 and 4,044 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (10) | These options were cancelled in the merger in exchange for $61,073.70 and 1,933 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (11) | These options were cancelled in the merger in exchange for $89,957.86 and 3,010 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (12) | These options were cancelled in the merger in exchange for $139,306.59 and 4,660 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |
| (13) | These options were cancelled in the merger in exchange for $106,638.51 and 3,568 shares of the common stock of Celgene Corporation having a market value of $56.76 per share on the effective date of the merger, representing the merger consideration the Reporting Person would have received had the Reporting Person effected a cashless exercise of such options immediately prior to the closing of the merger. |