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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Celgene European Investment Co LLC 86 MORRIS AVENUE SUMMIT, NJ 07901 |
X | |||
Celgene Switzerland LLC AON HOUSE 30 WOODBOURNE AVENUE PEMBROKE, D0 HM 08 |
X | |||
Celgene Alpine Investment Co., LLC 86 MORRIS AVENUE SUMMIT, NJ 07901 |
X | |||
CELGENE CORP /DE/ 86 MORRIS AVENUE SUMMIT, NJ 07901 |
X |
/s/Kevin Mello, Manager, Celgene European Investment Company LLC | 04/24/2017 | |
**Signature of Reporting Person | Date | |
/s/ Kevin Mello, Manager, Celgene Switzerland LLC | 04/24/2017 | |
**Signature of Reporting Person | Date | |
/s/ Kevin Mello, Manager, Celgene Alpine Investment Co., LLC | 04/24/2017 | |
**Signature of Reporting Person | Date | |
/s/ Peter N. Kellogg, Executive Vice President & Chief Financial Officer, Celgene Corporation | 04/24/2017 | |
**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) | Of these shares, 624,575 shares are owned directly by Celgene Switzerland LLC ("Celgene Switzerland"), 708,333 shares are owned directly by Celgene Alpine Investment Co. LLC ("Celgene Alpine"), each a wholly-owned subsidiary of Celgene Corporation ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all such shares. Celgene and Celgene European Investment Company LLC, a wholly owned subsidiary of Celgene ("CEICO"), disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. The remaining 523,445 shares are owned directly by Celgene. CEICO, Celgene Switzerland and Celgene Alpine disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(2) | These shares are owned directly by CEICO, and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene, Celgene Switzerland and Celgene Alpine disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |