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 * Alles Mark J	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 __X__ Officer (give title below)    _____ Other (specify below) CEO, CHAIRMAN OF BOARD
(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2019		A		25696	A	$0 (1)	246962	D
Common Stock	11/20/2019		A		45119	A	$0 (1)	292081	D
Common Stock	11/20/2019		A		74414	A	$0 (1)	366495	D
Common Stock	11/20/2019		D		366495	D	$0 (2)	0	D
Common Stock	11/20/2019		D		6252	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$36.96	11/20/2019		D			10994	(3)(4)	3/1/2022	Common Stock	10994	$0 (4)	0	D
Stock Option (right to buy)	$36.47	11/20/2019		D			8326	(3)(4)	4/30/2022	Common Stock	8326	$0 (4)	0	D
Stock Option (right to buy)	$34.70	11/20/2019		D			8326	(3)(4)	7/30/2022	Common Stock	8326	$0 (4)	0	D
Stock Option (right to buy)	$36.68	11/20/2019		D			8326	(3)(4)	10/31/2022	Common Stock	8326	$0 (4)	0	D
Stock Option (right to buy)	$40.22	11/20/2019		D			17500	(3)(4)	12/17/2022	Common Stock	17500	$0 (4)	0	D
Stock Option (right to buy)	$49.48	11/20/2019		D			12488	(3)(4)	1/28/2023	Common Stock	12488	$0 (4)	0	D
Stock Option (right to buy)	$59.24	11/20/2019		D			17738	(3)(4)	4/29/2023	Common Stock	17738	$0 (4)	0	D
Stock Option (right to buy)	$71.33	11/20/2019		D			17738	(3)(4)	7/29/2023	Common Stock	17738	$0 (4)	0	D
Stock Option (right to buy)	$78.12	11/20/2019		D			17738	(3)(4)	10/28/2023	Common Stock	17738	$0 (4)	0	D
Stock Option (right to buy)	$81.56	11/20/2019		D			19688	(3)(4)	12/2/2023	Common Stock	19688	$0 (4)	0	D
Stock Option (right to buy)	$74.30	11/20/2019		D			17738	(3)(4)	2/3/2024	Common Stock	17738	$0 (4)	0	D
Stock Option (right to buy)	$87.64	11/20/2019		D			20350	(3)(4)	7/28/2024	Common Stock	20350	$0 (4)	0	D
Stock Option (right to buy)	$103.10	11/20/2019		D			10175	(3)(4)	10/27/2024	Common Stock	10175	$0 (4)	0	D
Stock Option (right to buy)	$117.18	11/20/2019		D			15670	(3)(4)	12/19/2024	Common Stock	15670	$0 (4)	0	D
Stock Option (right to buy)	$118.57	11/20/2019		D			10175	(3)(4)	2/2/2025	Common Stock	10175	$0 (4)	0	D
Stock Option (right to buy)	$109.90	11/20/2019		D			8625	(3)(4)	5/4/2025	Common Stock	8625	$0 (4)	0	D
Stock Option (right to buy)	$132.56	11/20/2019		D			8625	(3)(4)	7/27/2025	Common Stock	8625	$0 (4)	0	D
Stock Option (right to buy)	$114.08	11/20/2019		D			8625	(3)(4)	11/9/2025	Common Stock	8625	$0 (4)	0	D
Stock Option (right to buy)	$100.80	11/20/2019		D			8625	(3)(4)	2/1/2026	Common Stock	8625	$0 (4)	0	D
Stock Option (right to buy)	$104.97	11/20/2019		D			29669	(3)(4)	5/2/2026	Common Stock	29669	$0 (4)	0	D
Stock Option (right to buy)	$114.69	11/20/2019		D			29669	(3)(4)	8/1/2026	Common Stock	29669	$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 is 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
	Director	10% Owner	Officer	Other
Alles Mark J C/O CELGENE CORPORATION 86 MORRIS AVENUE SUMMIT, NJ 07901	X		CEO, CHAIRMAN OF BOARD

Signatures
/s/ Jonathan Biller, Attorney-in-Fact		11/22/2019
**Signature of Reporting Person		Date