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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 | ||||||||
| Restricted Stock Units | $ 72.49 | 03/07/2008 | M | 9,375 | (1) | (1) | Common Stock | 9,375 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 1.6 | 03/07/2008 | D | 18,750 | 01/29/2002 | 01/29/2009 | Common Stock | 18,750 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 2.4 | 03/07/2008 | D | 62,500 | 12/23/2002 | 12/23/2009 | Common Stock | 62,500 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 13.67 | 03/07/2008 | D | 22,870 | 12/02/2004 | 12/02/2010 | Common Stock | 22,870 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 42.34 | 03/07/2008 | D | 55,000 | (6) | 12/01/2011 | Common Stock | 55,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 35.15 | 03/07/2008 | D | 31,250 | (7) | 02/15/2012 | Common Stock | 31,250 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 18.49 | 03/07/2008 | D | 41,737 | (8) | 12/06/2012 | Common Stock | 41,737 | (8) | 32,813 | D | ||||
| Employee Stock Option (right to buy) | $ 24.81 | 03/07/2008 | D | 39,062 | (9) | 12/06/2013 | Common Stock | 39,062 | (9) | 85,938 | D | ||||
| Employee Stock Option (right to buy) | $ 18.49 | 03/07/2008 | D | 32,813 | (10) | 12/06/2012 | Common Stock | 32,813 | (10) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 24.81 | 03/07/2008 | D | 85,938 | (11) | 12/06/2013 | Common Stock | 85,938 | (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MAHAFFY PATRICK J 2525 28TH STREET SUITE 200 BOULDER, CO 80301 |
X | CEO, President | ||
| /s/ Erle T. Mast, Attorney-in-Fact | 03/12/2008 | |
| **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) | 9375 restricted stock units, granted on 12/06/2006, vested on 03/07/08. Pharmion Corporation withheld 2914 shares of Pharmion Corporation common stock to pay the Reporting Person's withholding taxes related to such vesting. |
| (2) | Disposed of pursuant to the Agreement and Plan of 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. |
| (3) | These options were cancelled in the merger in exchange for $269,289.54 and 9,012 shares of 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. |
| (4) | These options were cancelled in the merger in exchange for $887,502.14 and 29,701 shares of 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. |
| (5) | These options were cancelled in the merger in exchange for $272,576.11 and 9,120 shares of 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. |
| (6) | The options are exercisable in accordance with their vesting schedule. Twenty-five percent of the shares vest on the first anniversary date of the grant and 1/48th monthly thereafter. These options were cancelled in the merger in exchange for $335,980.93 and 11,243 shares of 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) | The options are exercisable in accordance with their vesting schedule. Twenty-five percent of the shares vest on the first anniversary date of the grant and 1/48th monthly thereafter. These options were cancelled in the merger in exchange for $236,500.56 and 7,910 shares of 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) | The options are exercisable in accordance with their vesting schedule. Twenty-five percent of the shares vest on the first anniversary date of the grant and 1/48th monthly thereafter. These options were cancelled in the merger in exchange for $456,672.38 and 15,280 shares of 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) | The options are exercisable in accordance with their vesting schedule. Twenty-five percent of the shares vest on the first anniversary date of the grant and 1/48th monthly thereafter. These options were cancelled in the merger in exchange for $377,325.76 and 12,628 shares of 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) | The options are exercisable in accordance with their vesting schedule. These options were assumed by Celgene Corporation in the merger and replaced with options to purchase 42,057 shares of Celgene common stock for $14.43 per share. |
| (11) | The options are exercisable in accordance with their vesting schedule. These options were assumed by Celgene Corporation in the merger and replaced with options to purchase 110,152 shares of Celgene common stock for $19.36 per share. |
| Remarks: Mr. Mahaffy transferred 311,250 options to purchase shares of common stock and 159,138 shares of common stock to his former spouse pursuant to a divorce decree. Mr. Mahaffy no longer reports as beneficially owned any securities owned by his former spouse. | |