Edgar Filing: CELGENE CORP /DE/

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORGAN RICHARD C E

2. Issuer Name and Ticker or Trading Symbol
CELGENE CORP /DE/ [CELG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CELGENE CORPORATION, 86 MORRIS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2006

(Street)

SUMMIT, NJ 07901

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable Share Forward Transaction

⁽¹⁾ ⁽²⁾ ⁽³⁾

11/10/2006

J⁽¹⁾⁽²⁾⁽³⁾

84,645 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

84,645

⁽¹⁾ ⁽²⁾ ⁽³⁾

84,645 ⁽¹⁾ ⁽²⁾ ⁽³⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGAN RICHARD C E C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901	X

Signatures

/s/ Robert J. Hugin, Attorney-in-Fact		11/14/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Mr. Morgan entered into a prepaid variable share forward arrangement (the "Transaction") with an unrelated third party (the "Buyer") relating to 84,645 shares of common stock of Celgene Corporation ("Common Stock"). The Transaction is scheduled to settle on January 19, 2009 (the "Settlement Date"). The Transaction specifies a forward floor price of $53.0835 per share and a forward cap price of $74.4496 per share.
(2)	On the Settlement Date, Mr. Morgan will deliver to the Buyer (i) if the settlement price is less than the forward floor price, 84,645 shares; (ii) if the settlement price is greater than or equal to the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 84,645 and (B) the forward floor price divided by the settlement price; and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 84,645 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price.
(3)	In lieu of delivering shares Mr. Morgan may elect to settle the Transaction on the Settlement Date for cash. Mr. Morgan will receive a prepayment from the Buyer in the amount of $3,594,602.28 on November 15, 2006 in connection with entering the Transaction. Mr. Morgan has pledged 84,645 shares of Common Stock to secure his obligations under the Transaction.

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